<PAGE>
                                                                   EXHIBIT 10.22
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT
                   -----------------------------------------

                                     AMONG

                          PEROT SYSTEMS CORPORATION,

                      CAMBRIDGE TECHNOLOGY PARTNERS, INC.

                                      AND

                                RYDER TRS, INC.


                                 CONFIDENTIAL
<PAGE>
 
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT

                               TABLE OF CONTENTS
                               -----------------

<TABLE> 
<CAPTION> 
                                                                     Page
                                                                     ----

                                   ARTICLE 1
                              GENERAL OBLIGATIONS

<S>                                                                  <C> 
1.1  Executive Steering Committee.....................................   2
1.2  Program Managers.................................................   2
1.3  Cooperation......................................................   2
1.4  Service Review Period............................................   2
1.5  Conduct of Personnel.............................................   3
1.6  Access to Facilities.............................................   3
1.7  Subcontractors...................................................   4

                              ARTICLE 2
                           PROGRAM SERVICES

2.1  CPA Account Manager..............................................   4
2.2  Program Office...................................................   5
2.3  Technology Steering Committee....................................   6
2.4  Change Control Board.............................................   6
2.5  Change Control Process...........................................   7
2.6  Key Staff........................................................   9

                              ARTICLE 3
                          CAMBRIDGE SERVICES

3.1  Application Development Services.................................  11
3.2  Task Order Process...............................................  12
3.3  Acceptance of Applications.......................................  12

                              ARTICLE 4
                             PSC SERVICES

4.1  Transition Services..............................................  14
4.2  Operations Services..............................................  14
4.3  [Intentionally Omitted]..........................................  17
4.4  Acceptance Testing and Application Support.......................  17
4.5  Service Levels...................................................  19
4.6  Additional Services..............................................  20
</TABLE>

                                       i
<PAGE>
 
<TABLE> 
<S>                                                                     <C> 
4.7  Access to Services from Perot Systems Subsidiaries, Affiliates
     and Joint Ventures...............................................  21
4.8  Transfer of Personnel............................................  21

                              ARTICLE 5
                          CLIENT OBLIGATIONS

5.1  Service Exclusivity..............................................  21
5.2  Client Facilities................................................  23
5.3  Transition.......................................................  24
5.4  Third Party Software, Equipment and Third Party Services.........  24
5.5  Certain Obligations..............................................  25

                              ARTICLE 6
                         CHARGES AND PAYMENT

 6.1  Charges for PSC Services........................................  25
 6.2  Charges for Cambridge Services..................................  25
 6.3  Charges for Additional Services.................................  25
 6.4  Risk/Reward Pricing.............................................  25
 6.5  Reimbursable Expenses...........................................  26
 6.6  Pass-Through Expenses...........................................  26
 6.7  Taxes and Tax Planning..........................................  27
 6.8  Pricing Adjustments.............................................  28
 6.9  Invoices and Payment............................................  28
 6.10 Audits by Client................................................  30
 6.11 Benchmarking....................................................  30
 6.12 Client Surveys..................................................  31
 6.13 Extraordinary Events............................................  32

                              ARTICLE 7
                          PROPRIETARY RIGHTS

7.1  PSC Work Product.................................................  33
7.2  Cambridge Work Product...........................................  33
7.3  Third-Party Intellectual Property................................  34
7.4  Pre-Existing Intellectual Property...............................  34

                              ARTICLE 8
                           CONFIDENTIALITY

8.1  Ownership of Client Data.........................................  35
8.2  Confidential Information.........................................  35
</TABLE>

                                      ii
<PAGE>
 
<TABLE> 
<S>                                                                     <C> 
8.3  Attorney-Client Privilege........................................  37
8.4  Internal Audits..................................................  37

                             ARTICLE 9
                        TERM AND TERMINATION

9.1  Initial Term.....................................................  37
9.2  Renewal Terms....................................................  37
9.3  Termination for Cause............................................  38
9.4  Termination for Convenience......................................  40
9.5  Termination in Connection with a Critical Failure................  41
9.6  Termination for Insolvency.......................................  42
9.7  Termination Assistance...........................................  43
9.8  Survival of Certain Provisions...................................  44
9.9  Termination Within 60 Days.......................................  44
9.10 Termination in Connection with a Change in Control...............  46

                             ARTICLE 10
                  WARRANTIES AND CERTAIN COVENANTS

10.1 By Perot Systems.................................................  47
10.2 By Cambridge Technology..........................................  47
10.3 By Each Party....................................................  48
10.4 Third Party Warranties...........................................  48
10.5 Warranty Disclaimers.............................................  48
10.6 Certain Covenants................................................  48

                             ARTICLE 11
                            INDEMNITIES

11.1 By Perot Systems.................................................  51
11.2 By Cambridge Technology..........................................  52
11.3 By Client........................................................  52
11.4 Intellectual Property............................................  53
11.5 Indemnification Procedures.......................................  56
11.6 Subrogation......................................................  57

                             ARTICLE 12
                LIMITATIONS ON LIABILITY AND DAMAGES

12.1 Limitation on Direct Damages.....................................  57
12.2 Limitation on Consequential Damages..............................  59
</TABLE>
 
                                      iii
<PAGE>
 
<TABLE> 
<S>                                                                     <C> 
12.3  Mitigation......................................................  59
12.4  Time to Bring Actions...........................................  59
12.5  Force Majeure...................................................  59

                              ARTICLE 13
                      INSURANCE AND RISK OF LOSS

13.1  Insurance.......................................................  59
13.2  Insurance Documentation.........................................  60
13.3  Risk of Loss....................................................  60

                              ARTICLE 14
                          DISPUTE RESOLUTION

14.1  General.........................................................  61
14.2  Management Meetings.............................................  61
14.3  Arbitration.....................................................  62
14.4  Limited Exceptions for Litigation...............................  63
14.5  Continued Performance...........................................  63

                              ARTICLE 15
                     DEFINITIONS AND CONSTRUCTION

15.1  Certain Terms...................................................  63
15.2  Captions........................................................  63
15.3  Priority of Documents...........................................  63
15.4  Severability....................................................  64

                              ARTICLE 16
                            MISCELLANEOUS

16.1  No Hire Commitments.............................................  64
16.2  Publicity.......................................................  64
16.3  Notices.........................................................  64
16.4  Assignment......................................................  65
16.5  Counterparts....................................................  65
16.6  Relationship of Parties.........................................  65
16.7  Approvals and Similar Actions...................................  66
16.8  Modification; Waiver............................................  66
16.9  No Third-Party Beneficiaries....................................  66
16.10 Governing Law...................................................  66
16.11 Entire Agreement................................................  66
</TABLE>

                                      iv
<PAGE>
 
     Attachments
     -----------

     A.   Request for Proposal
     B.   Responses to Request for Proposal
     C.   Technology Standards (To be developed)
     D.   Operating Procedures Manual (To be developed)
     E.   Disaster Recovery and Security Plan (To be developed)
     F.   Sample Customer Satisfaction Survey
     G.   Enterprise Scope Document
     H.   Cambridge Methodology

     Schedules
     ---------

     1.1  Members of the Executive Steering Committee
     1.4  Principal Assumptions
          Part A -- Principal Assumptions
          Part B -- Client Review Materials
     2.2  Third Party Vendors
     2.3  Members of the Technology Steering Committee
     2.6  Key Staff
          Part A -- Perot Systems
          Part B -- Cambridge Technology
     3.1  Cambridge Services
          *  Procedures for Transition Critical Applications
     4.1  Transition Plan
     4.2  PSC Services
          Part A -- Operations Services
               (a)  Data Center Operations
               (b)  Network Operations
               (c)  Help Desk Services
          Part B -- Other Third Party Vendors
     4.4  Application Support Services
     4.8  Transition Employees
     5.1  Cambridge Applications and Fees for Program Services
          Part A -- Charges for Transition Critical Applications
          Part B -- Charges for Cambridge Program Services
     5.3  Managed Contracts, Equipment, Software and Services
          Part A -- Managed Contracts
          Part B -- Managed Equipment and Managed Software
          Part C -- RSI Services
     6.1  Charges for PSC Services
     6.3  Charges for Additional Services
     6.4  Risk Reward Pricing and Service Levels

                                       v
<PAGE>
 
          Part A --  Cambridge Technology
          Part B --  Perot Systems
     9.4  Early Termination Fees
    15.1  Definitions

                                      vi
<PAGE>
 
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT
                   -----------------------------------------

     This Information Technology Services Agreement ("Agreement"), dated as of
January 22, 1998, is between Perot Systems Corporation, a Delaware corporation
("Perot Systems"), Cambridge Technology Partners, Inc., a Delaware corporation
("Cambridge Technology") and Ryder TRS, Inc., a Delaware corporation ("Client").

                            PRELIMINARY STATEMENTS

     A.   Perot Systems and Cambridge Technology will provide a solution
intended to meet the requirements set forth in Client's Technology Partnership
Request for Proposal (the "RFP"), attached as Attachment A, as such requirements
have been revised as provided in this Agreement. As set forth in Perot Systems'
and Cambridge Technology's joint Response to Request for Proposal and related
documents attached as Attachment B (the "Response to RFP"), Perot Systems and
Cambridge Technology understand that Client intends to develop a long-term
relationship with a technology provider that shares its technology vision and
zeal to achieve the following objectives:

     1.   Support the creation of an independent systems environment, except the
          RyderFirst/POS Systems including but not limited to the DCM
          environment, by the October 1998 time frame.

     2.   Move from a geographically dispersed and disparate mix of technology
          platforms connected over a proprietary network to a single
          client/server platform with server clusters and Internet access.
          Financial and operational data will reside in a single data
          repository.

     3.   Accomplish the above in a manner that transcends the "building of
          systems" and the "renting of trucks" such that Client, Perot Systems
          and Cambridge Technology might find ways to leverage their investment
          to create value in non-traditional ways (e.g., expand Client's
          vertical and horizontal markets).

     B.   For the reasons set forth above, in the RFP, and in the Response to
RFP, Client desires to replace its current information technology services
provider, Ryder System, Inc. ("RSI")  and to engage Perot Systems and Cambridge
Technology as its business and information technology services providers, each
of which will perform certain business and information technology services for
Client, which services are described in detail in this Agreement; and

     C.   Client desires to have Perot Systems (i) serve as the single point of
contact with respect to the provision of services by Perot Systems and Cambridge
Technology with respect to the business and information technology services to
be provided by such parties under this 

                                       1
<PAGE>
 
Agreement and (ii) manage the services provided by Cambridge Technology and
Third Party Vendors as set forth in this Agreement.

Accordingly, the parties agree as follows:


                                   ARTICLE 1
                             GENERAL OBLIGATIONS 

     1.1  Executive Steering Committee. Each party will designate up to three
          ----------------------------
senior executives to participate in the Executive Steering Committee. The
Executive Steering Committee will be chaired by a representative of Client and
will meet semi-annually to review the parties' performance under the Agreement
and to provide general advice and guidance with respect to Client's industry,
business priorities and market opportunities. The individuals initially
designated to serve on the Executive Steering Committee are identified in
Schedule 1.1.

     1.2  Program Managers.  Each party will designate an individual to serve as
          ----------------
its "Program Manager" under this Agreement. Each party's Program Manager will
(i) serve as the principal point of accountability for coordinating and managing
that party's obligations under this Agreement, and (ii) be authorized to act for
and on behalf of that party with respect to all matters relating to this
Agreement, subject to the limitations set forth in this Agreement and any other
limitations of which the other parties are notified and to which they agree,
which agreement will not be unreasonably withheld.

     1.3  Cooperation.  Each party and its Subsidiaries will cooperate with each
          -----------
of the other parties and their respective Subsidiaries in connection with their
respective obligations under this Agreement. Such cooperation will include
making available to a party all management decisions, information, approvals and
acceptances that the party reasonably expects to have a material effect on the
obligations to be performed by that party under this Agreement.

     1.4  Service Review Period.
          --------------------- 

          (a)  During the period commencing October 13, 1997, Perot Systems and
     Cambridge Technology, with Client's assistance, performed a detailed review
     of the business and information technology services being provided by
     Client Personnel, RSI, and other Third Party Vendors and of Client's
     business processes. That review has resulted in the development of the
     Principal Assumptions described in Part A of Schedule 1.4. During the
     period beginning on the Effective Date and ending 30 days after the later
     of (i) the date Perot Systems receives the materials described in Part B of
     Section 1.4, or (ii) the Effective Date (the "Service Review Period"),
     Perot Systems and Cambridge Technology will verify, to the extent
     reasonably practicable, that the Principal Assumptions are accurate. Upon
     completion of the Service Review Period, the CPA

                                       2
<PAGE>
 
     Account Manager will deliver a report to Client's Program Manager
     describing the results of Perot Systems' and Cambridge Technology's
     detailed review. That report will describe any changes to the Principal
     Assumptions and any other revisions to the Schedules requested by Perot
     Systems or Cambridge Technology, all of which changes will be reviewed and
     approved through the Change Control Process.

          (b)  If a party becomes aware of any information during the Service
     Review Period (or in Client's case, as a result of its review of the report
     described in Section 1.4(a)) or thereafter, which information could
     reasonably (i) indicate that a Principal Assumption is incorrect in any
     material respect, (ii) result in a material increase or material decrease
     in the cost of providing Services, (iii) result in a delay in the
     performance of Services, or (iv) have a material impact on the performance
     of the Services, then such party will promptly notify the affected party of
     such information and the parties will use reasonable efforts to mitigate
     the adverse impact of such information or circumstances and, if the
     information was not known at the Effective Date, the parties will make an
     equitable adjustment to the Schedules, all of which adjustments will be
     reviewed and approved through the Change Control Process.

     1.5  Conduct of Personnel.  While at another party's Facility, each party's
          --------------------
Personnel will conduct themselves in a businesslike manner and will comply with
the other party's reasonable requests, standard rules and regulations regarding
personal conduct, including all safety and security rules and regulations of
which that party has been notified. Client may, upon giving not less than 30
days' notice to the CPA Account Manager, who will in turn notify the affected
party, require either Perot Systems or Cambridge Technology to reassign, replace
or remove any individual performing services under this Agreement where the
performance of such individual is such that it may, in Client's reasonable
opinion, have a material and adverse impact on the ability of Perot Systems or
Cambridge Technology, as the case may be, to perform its respective obligations
under this Agreement. In addition, Client may, on giving notice to the CPA
Account Manager, require the immediate removal of any PSC Personnel or Cambridge
Technology Personnel who in Client's reasonable opinion have violated any safety
or security rules or regulations of Client, violated any laws or regulations in
the course of performing services under this Agreement, or breached any of the
confidentiality or non-competition provisions of this Agreement. Client may not
request the reassignment, replacement or removal of any individual for reasons
that would be improper under applicable law if Client were such individual's
employer. Perot Systems and Cambridge Technology will each use reasonable
commercial efforts to replace promptly any individual reassigned, replaced or
removed at Client's request.

     1.6  Access to Facilities.   Each party will grant each other party access
          --------------------
during normal business hours (and, to the extent reasonably necessary, outside
normal business hours) to that party's Facilities (including appropriate
equipment and systems located at such facilities) as is reasonably necessary for
the other party to perform the activities contemplated by this Agreement,
provided that (i) each party's Personnel will conduct

                                       3
<PAGE>
 
themselves as described in Section 1.5, and (ii) no party will make any
structural, mechanical or electrical alterations to another party's Facilities
without the other party's prior approval.

     1.7  Subcontractors.   Each of Perot Systems and Cambridge Technology may
          --------------
engage independent third parties or Affiliates of such party ("subcontractors")
to perform any part of the Services or other obligations to be performed by such
party under this Agreement, provided that:

          (a)  The CPA Account Manager will obtain Client's prior approval of
     any subcontractor (other than an Affiliate of Perot Systems or Cambridge
     Technology, as the case may be) that the engaging party reasonably expects,
     at the time of the initial engagement, will be paid more than $250,000
     during the term of the agreement under which such subcontractor is engaged
     or, in the case of multiple agreements with a single subcontractor, during
     any 12 month period. Such approval will not be necessary for Affiliates of
     Perot Systems or Cambridge Technology unless otherwise agreed in the Change
     Control Process.

          (b)  Each party that engages a subcontractor will be fully responsible
     for the work and activities of its subcontractors, including the compliance
     of such subcontractors with the terms of this Agreement.

                                   ARTICLE 2
                              PROGRAM SERVICES  

     2.1  CPA Account Manager. 
          -------------------

          (a)  Perot Systems will designate an individual to
     serve as the CPA Account Manager for Perot Systems and Cambridge Technology
     under this Agreement. The CPA Account Manager will (i) serve as the
     principal point of contact and accountability to Client for coordinating,
     managing, and monitoring the performance of Perot Systems' and Cambridge
     Technology's obligations under this Agreement, and (ii) be authorized to
     act for and on behalf of Perot Systems and Cambridge Technology with
     respect to all matters relating to the Services, subject to the limitations
     set forth in this Agreement. However, the CPA Account Manager will have no
     authority to amend this Agreement to modify Cambridge Technology's
     obligations under this Agreement without the approval of the Cambridge
     Program Manager and the Client Account Manager, and the CPA Account Manager
     and Perot Systems will have no liability to Client in connection with the
     performance or non-performance of the Cambridge Services, provided that
     this sentence will not excuse any breach of this Agreement by Perot
     Systems.

          (b)  The CPA Account Manager will have general responsibility for
     coordinating the planning for and development of Client's Technology Plan,
     monitoring 

                                       4
<PAGE>
 
the implementation of the Technology Plan by the parties and Third Party
Vendors, including monitoring the achievement of project milestones, and
monitoring compliance with Client's standards for delivery and quality of
information technology services.

     2.2  Program Office.
          -------------- 

          (a)  The CPA Account Manager will organize and manage a Program Office
     composed of the CPA Account Manager, each party's Program Manager, and such
     other persons as the CPA Account Manager and the parties' Program Managers
     from time to time agree are appropriate. During the first year of the term
     of this Agreement, the Program Office will be staffed by full-time
     personnel serving in the roles of CPA Account Manager, Cambridge Program
     Manager, PSC Program Manager, Technical Architect, and Vendor Manager, and
     additional part-time or full-time personnel as the CPA Account Manager and
     the parties' Program Managers agree are appropriate. During the second and
     subsequent years of the term of this Agreement, the Program Office will be
     staffed by full-time personnel serving in the role of CPA Account Manager,
     part-time personnel serving in the roles of Cambridge Program Manager, PSC
     Program Manager, Technical Architect and Vendor Manager as set forth in the
     staffing plan included as part of Schedules 6.1 and 6.2, and such other
     part-time or full-time personnel as the CPA Account Manager and the
     parties' Program Managers agree are appropriate.

          (b)  The Cambridge Program Manager, in addition to the obligations set
     forth in Section 1.2, will manage the Cambridge Services, including but not
     limited to Cambridge Technology's application development services, and
     coordinate the performance of the Cambridge Services with the PSC Program
     Manager.  The project managers for each application development project
     will report to the Cambridge Program Manager, who will manage resources,
     planning, and issues relating to such project. The Cambridge Program
     Manager will be assigned as Key Staff until the Implementation of all the
     Cambridge Applications.

          (c)  The PSC Program Manager (who may also be the CPA Account
     Manager), in addition to the obligations set forth in Section 1.2, will
     manage the PSC Services (other than the PSC Program Services, which will be
     managed by the CPA Account Manager) and coordinate with the Cambridge
     Program Manager.

          (d)  The Technical Architect will (i) coordinate Client's, Cambridge
     Technology's, and Perot Systems' technical efforts across application
     development projects and operations, (ii) be responsible for the technical
     architecture of the Client Systems, (iii) within 90 days after the
     Effective Date, establish and submit for Client's approval, and thereafter
     maintain technology standards for the Client Systems, (iv) perform mutually
     acceptable technical quality assurance procedures with respect to the
     Cambridge Applications at the time of their Acceptance and Implementation
     (including, among other things, by coordinating Perot Systems'
     participation in the Acceptance 

                                       5
<PAGE>
 
     Testing process), and (v) periodically evaluate the condition of the Client
     Systems as compared to the technological state of the art and recommend to
     Client refreshment, new or different technologies, or other methods to
     optimize the operations of such Client Systems. The Technical Architect
     will work with each project manager, technical team leader, and Perot
     Systems' operations team leader on technical issues. The development of,
     and any changes in, the technical architecture and technology standards for
     Client will be subject to Client's prior approval, which approval will not
     be unreasonably withheld. The Technical Architect will compile such
     approved technical architecture and technology standards, and any approved
     changes to them, in a Technology Plan.

          (e)  The Vendor Manager will be the liaison between the parties and
     the Third Party Vendors listed on Schedule 2.2, who are delivering the
     Financial, Maintenance, and CR/CS Applications. The Vendor Manager will
     monitor, coordinate and use diligent efforts to assure the transition of
     the RSI Services and the delivery of the Financial, Maintenance, and CR/CS
     Applications, coordinate dependencies among Applications, and attempt to
     resolve issues that arise between those Third Party Vendors and, as the
     case may be, Perot Systems, Cambridge Technology or Client. The Vendor
     Manager will not be responsible for managing any Third Party Vendors other
     than those identified in Schedule 2.2; such other Third Party Vendors,
     identified in Part C of Schedule 4.2, will be managed by the PSC Program
     Manager.

     2.3  Technology Steering Committee. 
          -----------------------------  

          (a)  The Client Program Manager will organize a Technology Steering
     Committee. Each party will designate up to four senior managers, including
     that party's Program Manager, and such other persons as the parties
     collectively agree are appropriate to participate in the Technology
     Steering Committee. The Client Personnel, PSC Personnel and Cambridge
     Personnel initially designated to serve on the Technology Steering
     Committee are identified in Schedule 2.3.

          (b)  The Client Program Manager will chair the Technology Steering
     Committee, which will (i) participate in the development of and approve
     Client's Technology Plan and budgets, (ii) provide senior-level guidance to
     Perot Systems and Cambridge Technology on Client's business priorities as
     they affect the services to be performed under this Agreement, and (iii)
     guide and monitor the work of the Technical Architect. The Technology
     Steering Committee will meet at least monthly until the Implementation of
     the Initial Systems, and thereafter on a mutually acceptable schedule. All
     Changes recommended by the Technology Steering Committee will be subject to
     the Change Control Process.

                                       6
<PAGE>
 
     2.4  Change Control Board.  
          --------------------   

          (a)  The Client Program Manager will organize the Change Control
     Board. Each party will designate two management-level employees, including
     that party's Program Manager, to participate in the Change Control Board.

          (b)  The Change Control Board will be chaired by the Client Program
     Manager and will meet at least once a week until the Implementation of the
     Initial Systems, and thereafter on a schedule to be agreed, for the
     purposes of reviewing those Change requests required to be reviewed by the
     Change Control Board under Section 2.5(b).  If the Change Control Board
     cannot agree on a Change request in accordance with the Change Control
     Process, then any party may submit the Change request to the dispute
     resolution process of Article 14.

          (c)  The Change Control Board will analyze the effect of each Change
     request submitted to it on the Development Schedule, the Development Budget
     and the Service Levels and its corresponding effect on the parameters
     affecting the performance credits contemplated by Section 6.4, and will
     recommend an equitable adjustment deemed necessary to be made to each such
     parameter.

     2.5  Change Control Process 
          ----------------------

          (a)  Not later than 30 days after the Effective Date, the CPA Account
     Manager will prepare and deliver to Client, for Client's review and
     approval, Change Control Procedures to be used by the parties under this
     Agreement to control changes in scope, schedule and cost of the Services.
     The Change Control Procedures will be one component of the Operating
     Procedures Manual and will provide, at a minimum, that (i) all Changes,
     including Changes to the Change Control Procedures, will be made pursuant
     to the Change Control Procedures, except as may be necessary on an
     emergency basis; (ii) no Change which is reasonably expected to materially
     or adversely affect the function or performance of any System or result in
     a material increase in the charges to Client under this Agreement will be
     implemented without Client's approval, except as may be necessary on an
     emergency basis; (iii) all Changes, except those made as necessary on an
     emergency basis, will be implemented in accordance with a schedule provided
     to Client periodically and under circumstances that are reasonably expected
     not to interrupt Client's business operations materially; and (iv) the CPA
     Account Manager will give Client prompt notice (which may be given orally,
     provided that any oral notice is confirmed in writing within five business
     days) of any Change made as necessary on an emergency basis.

          (b)  All Change Orders involving an increase in the charges to Client
     or a change in any Implementation Date will be reviewed by the Change
     Control Board.  All other Change Orders will be reviewed by the CPA Account
     Manager in conjunction with 

                                       7
<PAGE>
 
     the Client Program Manager and, as appropriate, the Cambridge Program
     Manager. The budgetary and schedule effects of reasonably interrelated
     Change Orders will be aggregated to determine whether the CPA Account
     Manager or the Change Control Board should review such Change Orders. The
     parties will use their reasonable commercial efforts to minimize any
     adjustments to the Development Schedule, Development Budget and
     Requirements.

           (c) Changes to the Requirements, Development Budget, or Development
     Schedule w ill be made only by mutual agreement of the affected parties
     through the use of a Change Order. All requests for Changes by a party will
     be communicated by the requesting party's Program Manager or his or her
     designee to the CPA Account Manager, who will be responsible for notifying
     the other parties of the requested Change.  No party will have any
     obligation to implement Changes requested through any other means.

          (d)  Requests for Change Orders will be submitted for review in
     accordance with the Change Control Process described in this Section 2.5,
     and will include the following information: (i) a detailed description of
     the Change requested, (ii) the business, technical or financial
     justification for the Change requested, (iii) the price  and capital costs
     (if separate), associated with the Change requested, (iv) the projected
     schedule impact of the Change requested, and (v) the priority of the Change
     requested.

          (e)  Within five business days (or such longer period as is mutually
     agreeable) after receiving a request from Client for a Change Order, the
     CPA Account Manager will prepare, with the assistance of Perot Systems and
     Cambridge Technology as directed by the CPA Account Manager, and provide to
     Client a document summarizing the effect, if any, of the proposed change on
     (i) the Development Schedule, including but not limited to Client's
     obligations under the Development Schedule, (ii) the functionality and
     Requirements of the applicable System to be delivered, and (iii) the
     Development Budget. In addition, the CPA Account Manager will inform Client
     regarding any other business impact that Perot Systems or Cambridge
     Technology believes to be relevant to an evaluation of the Change Order.
     In the case of Change requests reviewed by the Change Control Board under
     Section 2.5(b), the CPA Account Manager also will forward all such
     information to the Change Control Board at the same time it is delivered to
     Client.  The Change Control Board will review the information and, as the
     Change Control Board deems necessary, revise it at the next succeeding
     Change Control Board meeting and promptly forward its report on the
     proposed Change to Client.  Within ten business days or, after
     Implementation of the Initial Systems, such longer period as is mutually
     agreeable to the parties, after receiving such information (or within ten
     business days after receiving the Change Control Board's report, in the
     case of a Change request reviewed by the Change Control Board), Client will
     approve, reject or withdraw the request for such Change Order. Client's
     failure to approve, reject or withdraw the request within the applicable
     time period will be deemed a withdrawal of such request.

                                       8
<PAGE>
 
          (f)  Upon submitting a request for a Change Order initiated by Perot
     Systems or Cambridge Technology, the CPA Account Manager will provide to
     Client a document summarizing the effect, if any, on (i) the Development
     Schedule, including but not limited to Client's obligations under the
     Development Schedule, (ii) the functionality and Requirements of the
     applicable System to be delivered, and (iii) the Development Budget.  In
     addition, the CPA Account Manager will inform Client regarding any other
     business impact that Perot Systems or Cambridge Technology believes to be
     relevant to an evaluation of the Change Order.  In the case of Change
     requests reviewed by the Change Control Board under Section 2.5(b), the CPA
     Account Manager also will forward all such information to the Change
     Control Board at the same time it is delivered to Client.  The Change
     Control Board will review the information and, as the Change Control Board
     deem necessary, revise it at the next succeeding Change Control Board
     meeting and promptly forward its report to Client. Within ten business days
     after receiving such information (or within ten business days after
     receiving the Change Control Board's report, in the case of a Change
     request reviewed by the Change Control Board), Client will approve or
     reject the requested Change Order. Client's failure to approve or reject
     the requested Change Order within the applicable time period will be deemed
     a rejection of such request.

          (g)  If, prior to the Implementation of the Initial Systems, the level
     of effort necessary for either of Perot Systems or Cambridge Technology to
     fulfill its obligations under this Agreement is increased, or is reasonably
     expected by Perot Systems or Cambridge Technology to be increased, by (i)
     Client's specification of how any Requirement is to be implemented, (ii)
     any change in the scope of Perot Systems' or Cambridge Technology's
     obligations under this Agreement directed by Client, (iii) Client's delay
     in completion or failure to complete any obligation described in Article 5,
     or (iv) Force Majeure, the CPA Account Manager will promptly notify Client
     of each such situation or claim and propose an equitable adjustment
     therefor in a Change Order.

          (h)  In any case where no final agreement has been reached on a Change
     request but the Client's Account Manager nonetheless orders either or both
     of Perot Systems or Cambridge Technology, as the case may be, to carry out
     such Change, such party will use its commercially reasonable efforts to
     carry out such Change within the time requested by Client at the price and
     related terms proposed by Perot Systems or Cambridge Technology, as the
     case may be; and in such event, the parameters affecting the performance
     credits contemplated by Section 6.4 will be adjusted in accordance with the
     response to such Change request by Perot Systems or Cambridge Technology,
     as the case may be, and any party may refer the disputed Change request to
     the procedures provided in Article 14.

          (i)  Promptly after approval of a Change Order by Client, the CPA
     Account Manager will communicate such approval to each party's Program
     Manager.  Each party will execute such Change Order and communicate its
     requirements to its project teams.  

                                       9
<PAGE>
 
     Each party will promptly comply with each Change Order executed as provided
     in this Section 2.5.

          (j)  As soon as practicable after the Implementation of the Initial
     Systems, the parties will revise the response periods, approval limits and
     other mutually satisfactory items set forth in this Section 2.5 and the
     Change Control Procedures to reflect an operating, rather than development,
     environment.

     2.6  Key Staff. 
          ---------  

          (a)  Part A of Schedule 2.6 lists the CPA Account Manager, Perot
     Systems' Program Manager, other key PSC Personnel, the Cambridge Program
     Manager and other key Cambridge Personnel (collectively, the "Key Staff").
     The parties may modify or amend such list from time to time, and will amend
     such list as appropriate to reflect the replacement of Key Staff and as the
     development of the Cambridge Applications and the transition of the RSI
     Systems progress.

          (b)  Perot Systems and Cambridge Technology each may nominate
     replacement individuals to serve as Key Staff from time to time, by giving
     at least 10 days' notice to the CPA Account Manager, who will in turn
     notify Client's Account Manager, provided that no such individual will be
     assigned as Key Staff without Client's approval, which approval will not be
     withheld unreasonably or for reasons that would be improper under
     applicable law if Client were their employer.

          (c)  Perot Systems and Cambridge Technology will each use reasonable
     commercial efforts to ensure that their Key Staff (i) will remain employed
     by such party for the first year of this Agreement (or such shorter period
     as may be reasonably appropriate in recognition of the services being
     performed by a particular individual), (ii) will not be reassigned until
     their key tasks are completed without Client's consent, and (iii) will have
     as their substantially full-time responsibility, where they are intended to
     be full-time, the performance of such party's obligations under this
     Agreement.  In addition, each of Perot Systems and Cambridge Technology
     will use reasonable commercial efforts to cause each of their employees who
     are designated as Key Staff for purposes of Section 2.6(d) or (e) to
     execute an agreement binding such employee to the restrictions set forth in
     Section 2.6(d) or (e), as the case may be, and will advise Client as to
     whether such an agreement has been executed. If the CPA Account Manager
     informs Client that Perot Systems or Cambridge Technology desires any Key
     Staff for a temporary assignment to another site or customer (other than a
     Named Competitor) for less than five days and if such temporary assignment
     will not materially and adversely affect any Services, in Client's
     reasonable judgment, Client will honor such request.

                                      10
<PAGE>
 
          (d)  Perot Systems will not assign any of its Key Staff to provide
     services to or for any Named Competitor during the period that such
     employee is performing Services for Client and for two years thereafter.

          (e)  Cambridge Technology will not assign any of its Key Staff to
     provide services to or for a Named Competitor during the period that such
     employee is performing Services for Client and for two years thereafter.
     The Cambridge Technology project leaders of each Transition Critical
     Application will be considered Key Staff with respect to this Section
     2.6(e). Part B of Schedule 2.6 lists the individuals who are serving as
     project leaders for such Transition Critical Applications as of the
     Effective Date.

                                   ARTICLE 3
                              CAMBRIDGE SERVICES


     3.1  Application Development Services.  
          --------------------------------    
 
          (a)  Cambridge Technology will develop the Requirements for the
     Transition Critical Applications identified in Schedule 5.1 in accordance
     with (i) the Enterprise Scope Document, (ii) the technology standards set
     forth in the Technology Plan, (iii) other technology standards that may be
     mutually agreed to between Cambridge Technology and Client from time to
     time and (iv) the Development Budget and Development Schedule contained in
     Schedule 5.1.
 
          (b)  Each Transition Critical Application will be developed in
     accordance with the procedures set forth in Schedule 3.1 as further
     detailed by individual Task Orders and accompanying "Statements of Work."
     Upon Client's authorization of a Task Order under the process set forth in
     Section 3.2, Cambridge Technology will begin development of the Transition
     Critical Application covered by the Task Order.
 
          (c)  Upon completion of the design phase for each Transition Critical
     Application, Client and Cambridge Technology may agree to adjust the
     Development Budget based on a better understanding of the Requirements.
     Unless an adjustment is the result of additional services or new scope or
     functionality (as opposed to a refinement of scope or functionality
     described in the Enterprise Scope Document) requested by Client and
     implemented through the Change Control Process, the "not to exceed" price
     for delivery of all Transition Critical Applications will not be affected.
     The parties acknowledge that the Transition Critical Applications are
     intended to provide basic functionality similar to the functionality of the
     RSI applications they are replacing (as of the date of the Enterprise Scope
     Document).  Should it be discovered that a basic piece of functionality is
     missing from the Requirements of a particular Transition Critical
     Application, Cambridge Technology and Client will work together to adjust
     the Requirements to include the missing functionality in a way such that
     the "not to exceed" 

                                      11
<PAGE>
 
     price is not affected (e.g., delete new functionality to offset any price
     increase associated with adding the missing functionality).

          (d)  The end date and price set forth in Schedule 5.1 for each
     Transition Critical Application are based on the start date stipulated in
     that Schedule.  If Cambridge Technology has prepared and presented to
     Client a Task Order and Statement of Work at least five business days in
     advance of the start date for a particular Application, and Client has not
     approved and executed such Task Order authorizing commencement of a
     Transition Critical Application by such start date, Cambridge Technology
     will initiate the Change Control Process detailing any impact to the
     Requirements, Development Budget, Development Schedule or overall "not to
     exceed" price for the Transition Critical Applications.  In no event,
     however, will the length of the Development Schedule be extended for a
     period longer than the period of Client's delay in approving the Task
     Order.

     3.2  Task Order Process. Prior to the start date identified in Schedule 5.1
          ------------------                                                    
for each Transition Critical Application, Cambridge Technology and Client will
review, and revise as necessary, the Requirements, Development Budget and
Development Schedule for each Transition Critical Application. If such items are
satisfactory to Client, the Cambridge Program Manager will prepare a Statement
of Work confirming the identified Requirements and a Task Order confirming the
Development Budget for performance of the Statement of Work, payment schedule,
not to exceed expense amount and any special terms applicable to performance of
the Statement of Work.  Work will begin under the Task Order upon execution by
Client, Perot Systems and Cambridge Technology.  Once the Development Budget has
been confirmed it will be considered a Fixed Price.

     3.3  Acceptance of Applications.  Acceptance of deliverables will be
          --------------------------   
conducted in accordance with the following procedures.

          (a)  Written Deliverables.  Cambridge Technology may submit interim
               --------------------                                          
     drafts of a written deliverable to Client for review.  Client agrees to
     review each interim draft within five business days after receiving it from
     Cambridge Technology or as soon as reasonably practicable thereafter, but
     in no event more than ten business days after receiving such interim draft
     from Cambridge Technology.  When Cambridge Technology delivers a final
     written deliverable to Client, Client will have the opportunity to review
     the written deliverable for an acceptance period of five business days but
     not more than 10 business days or such other period as is stated in the
     Statement of Work or the Task Order (the "Acceptance Period").  Client
     agrees to notify the CPA Account Manager (who will in turn notify the
     Cambridge Program Manager) in writing by the end of the Acceptance Period
     either stating that the written deliverable is accepted in the form
     delivered by Cambridge Technology or describing in reasonable detail any
     deficiencies that must be corrected prior to acceptance of the written
     deliverable.  If Client does not send a deficiency notice by the end of the
     Acceptance Period, the written deliverable will 

                                      12
<PAGE>
 
     be deemed to be Accepted by Client. If Client sends a timely notice of
     deficiencies, Cambridge Technology will correct the described deficiencies
     as promptly as possible; provided, however, if Cambridge Technology, upon
     providing the CPA Account Manager a detailed justification of its position,
     does not believe that Client has identified a deficiency, the parties will
     follow the procedures set forth in Article 14. Upon receipt of a corrected
     written deliverable from Cambridge Technology, Client will have a
     reasonable additional period of time, not to exceed 15 business days, to
     review the corrected written deliverable to confirm that the identified
     deficiencies have been corrected.

          (b)  Software Deliverables.  At least 30 days prior to the date on
               ---------------------                                        
     which Cambridge Technology is scheduled to deliver any Software deliverable
     to Client for testing (or by such other date as the Statement of Work or
     Task Order may specify), Cambridge Technology will deliver for Client's
     review proposed testing procedures for the Software deliverable as required
     by the Task Order. At least 15 days prior to the date on which Cambridge
     Technology is scheduled to deliver the Software deliverable to Client (or
     by such other date as the Statement of Work or Task Order may specify), the
     parties will agree upon the testing procedures for the Software deliverable
     (the "Acceptance Test Plan").  The purpose of the Acceptance Test Plan will
     be to determine whether the Software deliverable performs the functions
     described in its approved specifications and performs the Requirements
     without any Defects.  As used in this Agreement, "Defect" means a
     reproducible failure of a Software deliverable to conform in all material
     respects to its specifications and Requirements. Acceptance of Software
     deliverables will be conducted in accordance with the following procedures.

               (i)   The Acceptance Test Period for each Software deliverable
          will be specified in the relevant Statement of Work or Task Order.

               (ii)  Cambridge Technology and Client (in conjunction with Perot
          Systems, as set forth in Section 4.4) will start to perform Acceptance
          Testing on each Software deliverable promptly after receiving
          Cambridge Technology's notice that the Software deliverable is ready
          for acceptance.  Acceptance Testing will be performed as set forth in
          the Acceptance Test Plan.  If either Client or Perot Systems
          determines during the Acceptance Period that the Software deliverable
          fails to perform the functions described in its Specifications without
          Defects, Client or Perot Systems will promptly send to the CPA Account
          Manager (who will in turn deliver the notice to Cambridge Technology)
          a notice ("Defect Notice") describing the alleged Defect(s) in
          sufficient detail to allow Cambridge Technology to recreate it or
          them.  The parties will use commercially reasonable efforts to
          identify all Defects prior to the end of the Acceptance Test Period.

               (iii) Cambridge Technology will correct any Defects in a
          Software deliverable promptly after receiving a Defect Notice and
          provide the corrections 

                                      13
<PAGE>
 
     to Client for re-testing. The parties will promptly re-test any corrected
     portions of a Software deliverable after receiving the corrections from
     Cambridge Technology.

          (iv)  If there are any remaining uncorrected Defects in the Software
     deliverable at the end of the Acceptance Test Period, Client or Perot
     Systems will provide Cambridge Technology (through the CPA Account Manager)
     by the end of the Acceptance Test Period with notice of the final list of
     outstanding Defects, describing them in sufficient detail to allow
     Cambridge Technology to recreate them (the "Punch List"). Cambridge
     Technology will correct any Defects identified on the Punch List promptly
     after receiving the Punch List. When all Defects on the Punch List have
     been corrected, Cambridge Technology will provide the corrections to
     Client. The parties will have 15 days after receipt of the corrections,
     unless the parties agree to a different period in writing, to re-test the
     corrected Software deliverable to confirm the correction of the Defects
     identified on the Punch List and to identify any remaining Defects. If
     either Client or Perot Systems determines that any Defects identified in
     the Punch List have not been corrected, Client or Perot Systems will
     provide Cambridge Technology (through the CPA Account Manager) by the end
     of the 15 day re-testing period with notice of a revised Punch List (the
     "Revised Punch List"), which may include Defects not identified on the
     Punch List. Cambridge Technology will promptly correct any Defects
     identified in the Revised Punch List and provide the corrections to Client.
     The parties will have a further 15 day period after receipt of the
     corrections, unless the parties agree to a different period in writing, to
     re-test the corrected Software deliverable to confirm the correction of the
     Defects. If either Client or Perot Systems determines as a result of the 
     re-testing that the Software deliverable still contains one or more
     Defects, Client or Perot Systems will so notify the CPA Account Manager,
     who will promptly cause Cambridge Technology to perform a root cause
     analysis of such Defects and refer the matter to the Technology Steering
     Committee. If the Technology Steering Committee is unable to resolve the
     matter within 15 days after the matter is submitted to it, any party may
     submit the matter to the dispute resolution procedures set forth in Article
     14.

          (v)   Cambridge Technology, Perot Systems, and Client each agrees
     to work diligently to achieve Acceptance of Software deliverables at the
     earliest possible date.

     (c)  The Development Schedule will be extended on a day-for-day basis for
each delay caused by Client's failure to comply with its obligations identified
in the Task Order and this Section on a timely basis provided that such delay,
in turn, causes a delay in Cambridge Technology's performance of its obligations
under the Task Order.

                                      14
<PAGE>
 
                                   ARTICLE 4
                                 PSC SERVICES

     4.1  Transition Services.  Perot Systems will perform the services
          ------------------- 
(including the management of the Transition Critical Services and the Transition
Critical Applications to be performed by Cambridge Technology) described in the
Transition plan attached as Schedule 4.1 (the "Transition Plan") that are
necessary to transition the performance of the RSI Services and other
information technology services to Perot Systems so that Perot Systems may
perform the Operations Services (the "Transition Services") and setting forth a
timetable during which the Transition Services will be performed.

     4.2  Operations Services.  Perot Systems will perform the services
          -------------------                     
described below and in Schedule 4.2 (collectively, the "Operations Services")
for Client substantially in accordance with the Operating Procedures Manual.
Perot Systems and Client acknowledge that Schedule 4.2 is intended to describe
the information technology services performed by or on behalf of Client as of
the Effective Date, other than the Excluded Services described in Schedule 4.2,
and agree that if services other than those described in Schedule 4.2 are
identified after the Effective Date, then Schedule 4.2 will be amended as
appropriate in accordance with the Change Control Process.

          (i)   Management of Equipment and Software. Perot Systems will operate
                ------------------------------------                            
     the Managed Equipment and Managed Software and will comply in all material
     respects with the applicable operating documentation. In addition, Perot
     Systems will manage the installation, maintenance and repair of the Managed
     Equipment and Managed Software by Third Party Vendors, provided that Perot
     Systems will install Managed Software and personal computers and similar
     Managed Equipment for which vendor assistance is not routinely required.

          (ii)  Technology Refreshment and Continuous Improvement. Perot Systems
                -------------------------------------------------               
     will recommend refreshment of inadequate and obsolete Managed Equipment and
     Managed Software on an annual or more frequent basis.  If Client elects not
     to refresh inadequate or obsolete Managed Equipment or Managed Software
     that is having a material adverse impact on Perot Systems' ability to meet
     the Service Levels, an equitable adjustment will be made to the affected
     Service Levels.  In addition, Perot Systems will use reasonable commercial
     efforts to improve continuously the economic and technical effectiveness of
     the Client Systems and will suggest improvements to Client's business
     processes that could result in improvements to Client's business
     operations. To further such efforts, Perot Systems may, but will not be
     required to, assign business process reengineering or similar resources to
     Client's account.

          (iii) Management of Contracts and Vendors. Perot Systems will manage
                -----------------------------------                           
     the Managed Contracts and Third Party Vendors, including (A) the
     performance, in all material respects, of Client's non-financial
     operational obligations under the Managed 

                                      15
<PAGE>
 
     Contracts (subject to the provisions of Section 6.9 with respect to the
     disbursement of amounts payable under the Managed Contracts) from and after
     the later of the Effective Date or the date the applicable Required Consent
     is granted, and (B) on an annual or more frequent basis, analyzing and
     recommending to Client the renegotiation, replacement, or substitution of
     Managed Contracts and Third Party Vendors so as to lower Client's costs or
     improve the delivery of services to Client under this Agreement.

          (iv)  Required Consents. Perot Systems will use reasonable commercial
                -----------------                                              
     efforts on Client's behalf to identify all Required Consents and to obtain
     them as soon as practicable after the Effective Date. Client will assist
     Perot Systems to obtain such Required Consents upon request by Perot
     Systems.  If a Required Consent is not obtained, then, unless and until
     such Required Consent is obtained, Perot Systems will determine and adopt,
     subject to Client's prior approval, such alternative approaches as are
     necessary and sufficient to provide the Operations Services without such
     Required Consents.

          (v)   Safeguarding Client Data. Perot Systems will prepare and deliver
                ------------------------                                        
     to Client, for Client's review and approval, the Disaster Recovery and
     Security Plan which will be a component to the Operating Procedures Manual
     that sets forth the procedures and physical security measures to be
     maintained, after Client's approval of such  procedures and physical
     security measures, by Perot Systems to protect against the unauthorized
     alteration, loss, or destruction of Client's data and information in Perot
     Systems' possession or under Perot Systems' control.

          (vi)  Data Archives and Backup. Perot Systems will archive or destroy
                ------------------------
     data and information in accordance with Client's data retention procedure
     or, in the absence of such a procedure, Perot Systems' operating procedures
     for Client's account as described in the Operating Procedures Manual.
     Client may, at its expense, keep backup data and data files in its
     possession or under its control; provided that Client provides Perot
     Systems with prompt access to such backup data and data files whenever
     reasonably required by Perot Systems.

          (vii) Procurement Services. Perot Systems will license, purchase or
                --------------------                                         
     lease voice, data and other telecommunications services, Third Party
     Software, Equipment or Third Party Services on behalf of Client and for
     Client's account (the "Procurement Services").  Client will pay the price
     paid by Perot Systems for such Third Party Software, Equipment or Third
     Party Services and the fee for such Procurement Services described in
     Schedule 6.1. In performing the Procurement Services, Perot Systems will
     act as Client's agent; will use reasonable commercial efforts to obtain and
     pass through to Client all available discounts; and will assign to Client
     or enforce on Client's behalf, subject to the provisions of Section 4.2,
     all of Perot Systems' title and rights of approval and acceptance of the
     Third Party Software, Equipment or Third Party Services and, in so doing,
     Perot Systems will carry out Client's reasonable requests with respect to
     any Third 

                                      16
<PAGE>
 
     Party Software, Equipment or Third Party Services that Client reasonably
     judges to be deficient, defective or otherwise unacceptable to Client. So
     long as Perot Systems has used commercially reasonable efforts to carry out
     Client's reasonable requests with respect to any Third Party Software,
     Equipment or Third Party Services that is reasonably judged by Client to be
     deficient, defective or otherwise unacceptable, Client will reimburse Perot
     Systems unconditionally for Perot Systems' actual cost for such Third Party
     Software, Equipment or Third Party Services, including the cost of freight,
     insurance, taxes or other similar charges paid by Perot Systems on Client's
     behalf.

          (viii) Disaster Recovery. Within 60 days after the Effective Date,
                 -----------------                                          
     Perot Systems will develop and submit for Client's approval a Disaster
     Recovery and Security Plan for the continued provision of the Operations
     Services in the event of a Disaster.  Subject to Client's approval of the
     disaster recovery plan and all related fees, costs and expenses, such
     disaster recovery plan may provide for (i) the provision by a Third Party
     Vendor of a "hot site" having equipment and software sufficient to allow
     operation during a Disaster of those Applications deemed by Client to be
     critical to its operations (the "Critical Applications"), and (ii)
     telecommunications network connections reasonably sufficient to support the
     operation of Critical Applications and to provide access to Client's wide
     area network from the hot site.  Perot Systems will, with Client's prior
     approval as to scope and schedule, update and test the operability of the
     disaster recovery plan annually, and implement the disaster recovery plan
     immediately upon the occurrence of a Disaster. All such testing will be
     performed in such a manner as to minimize the disruption to Client's
     operations.

          (ix)   Help Desk. Perot Systems will provide the level one, level two
                 ---------                                                     
     and level three Help Desk Services described in Schedule 4.2.
 
          (x)    Procedures. Within 60 days after the Effective Date, Perot
                 ----------
     Systems will develop and submit for Client's approval an Operating
     Procedures Manual which will include the components described in Attachment
     D.

          (xi)   Telephony Services.  Perot Systems will provide the management,
                 ------------------
     troubleshooting, design and planning services for Client's voice and data
     telecommunications services and equipment described in Schedule 4.2.
 
          (xii)  Capacity and Resource Planning.  Perot Systems will provide the
                 ------------------------------                                 
     information technology network and equipment capacity and resource planning
     services described in Schedule 4.2.

     4.3  [INTENTIONALLY OMITTED]

                                      17
<PAGE>
 
     4.4  Acceptance Testing and Application Support.
          ------------------------------------------ 

          (a)  Acceptance Testing. Each of Client and Perot Systems will
               ------------------                                       
     participate in the Acceptance Testing of the Cambridge Applications on
     Client's behalf as set forth in this Section 4.4(a).
 
               (i)   Perot Systems will assign a number of FTEs to be agreed
          between Perot Systems and Cambridge Technology for each Cambridge
          Application to assist Cambridge Technology to design and develop the
          Acceptance Test Plan for each Cambridge Application, including the
          design and development of the User Acceptance Test and the Production
          Availability Test
 
               (ii)  After Cambridge Technology submits the Acceptance Test Plan
          to Client for its approval, Perot Systems will review the Acceptance
          Test Plan with Client to ensure that Client's requirements are met. In
          addition, Perot Systems will prepare test cases and scenarios for the
          User Acceptance Test and, jointly with Client, will conduct the User
          Acceptance Test.
 
               (iii) After Client's acceptance of the User Acceptance Test,
          Perot Systems will prepare, with Cambridge Technology's assistance,
          the hardware and software environment for the Production Availability
          Test in accordance with a schedule to be mutually agreed between
          Client, Cambridge Technology and Perot Systems. Perot Systems will
          perform all tests described in the Acceptance Test Plan for the
          Production Availability Test, including but not limited to
          unstructured testing for each Cambridge Application.  Upon
          satisfactory completion of the Production Availability Test and the
          delivery of all applicable documentation, Perot Systems will review
          with Client the results of the Production Availability Test and of
          Perot Systems' review of the documentation delivered by Cambridge
          Technology, and if such results and review are in accordance with the
          requirements stated in the applicable Task Order and Acceptance Test
          Plan, Client will authorize Perot Systems to notify Cambridge
          Technology that the applicable Cambridge Application is accepted for
          Implementation.
 
               (iv)  Upon accepting a Cambridge Application for Implementation,
          Perot Systems will become primarily responsible for its installation,
          operation and maintenance, provided that Cambridge Technology will
          assign a number of FTEs to be agreed between Perot Systems and
          Cambridge Technology for each Cambridge Application to assist Perot
          Systems with the production installation of the Cambridge Application.
          Upon completion of such production installation, the Cambridge
          Application will be deemed to be Implemented, and Perot Systems will
          be solely responsible for the maintenance and operation of such
          Cambridge Application.

                                      18
<PAGE>
 
               (v)  Promptly after the completion of any test identified in an
          Acceptance Test Plan, Client or Perot Systems, as the case may be,
          will give notice to Cambridge Technology of its belief, if any, that
          such test has not been successfully completed, which notice will
          specify the reasons for such belief in reasonable detail.

               (vi) The PSC Personnel who participate in such Acceptance Testing
          will be drawn from the pool of PSC Personnel assigned to perform
          Application Support.

          (b)  Application Support. Perot Systems will provide a pool of PSC
               -------------------                                          
     Personnel, consisting of the number of FTEs set forth in Section A.5 of
     Schedule 6.1, to perform the Application Support Services described in
     Schedule 4.4 to support all Applications following their acceptance by
     Client by performing Error Corrections and Minor Enhancements.  Perot
     Systems and Client will review the number of FTEs assigned to support the
     Applications on a mutually acceptable periodic basis, but at least
     annually.  To the extent the PSC Personnel are not fully utilized to
     perform Error Corrections and Minor Enhancements, Perot Systems will, at
     Client's discretion and election, (i) make such PSC Personnel available to
     perform Major Enhancements, provided that Client may not increase the
     number of FTEs in the application support pool for the sole purpose of
     performing Major Enhancements, or (ii) reduce, following 60 days notice,
     the number of PSC Personnel assigned to the pool and correspondingly reduce
     the charges to Client.

     4.5  Service Levels.
          -------------- 

          (a)  Perot Systems will meet or exceed the Service Levels set forth in
     Schedule 6.4 after the mutually acceptable transition period (which will
     not be less than 30 days nor more than 90 days) set forth in such Schedule
     to the extent Perot Systems has commenced providing the applicable PSC
     Services.

          (b)  As contemplated by the Change Order Process, (i) any Change Order
     implementing service or resource additions or reductions requested by
     Client and any other Change Order changing the manner in which the
     Operations Services are provided by Perot Systems will include an equitable
     adjustment to the applicable Service Levels, and (ii) Perot Systems will
     review with Client as part of the Change Order Process the anticipated
     effect of such reduction, addition, or change on Perot Systems' ability to
     meet the applicable Service Levels.

          (c)  If Perot Systems fails to meet any Service Level, Perot Systems
     will (i) promptly investigate and perform a root-cause analysis to identify
     the cause of the failure; (ii) provide to Client a report on the causes of
     the problem; (iii) correct the problem, to the extent such problem is
     within its control, or take appropriate steps to cause the problem to be
     corrected to the extent such problem is not within its control; (iv) 

                                      19
<PAGE>
 
     to the extent within its control, take appropriate preventive measures to
     reduce the probability of a recurrence of the problem; (v) take appropriate
     actions to mitigate the adverse effects of the problem prior to its
     correction; and (vi) periodically advise the Client of the status of
     remedial efforts being undertaken with respect to such problems. If Perot
     Systems fulfills its obligations under this Section 4.5(c), Perot Systems
     will have no liability to Client for its failure to meet such Service
     Level, except as provided in Sections 6.4 and 9.5 or in connection with a
     breach of warranty.

          (d)  Beginning nine months after the Effective Date, and annually
     thereafter, Client and Perot Systems will review the Service Levels and, if
     mutually agreed, will adjust the Service Levels to reflect appropriate
     changes in circumstances, such as technological advances, changes in
     methods used generally to perform similar services, or service or resource
     changes requested or approved by Client.

          (e)  Perot Systems will implement appropriate monitoring tools (to the
     extent such tools are not already used by Perot Systems to monitor networks
     that they manage, the tools will be approved by Client and will be acquired
     at Client's expense) and related procedures necessary to measure and report
     Perot Systems' compliance with the Service Levels. Perot Systems will
     provide Client with (i) a monthly report, in a form and with content
     mutually agreed by the parties, and (ii) such other documentation and
     information as Client reasonably requests, to verify that the Services are
     being performed in compliance with the Service Levels. Upon request, Perot
     Systems will provide Client and its designees with information and access
     to such tools and procedures for purposes of performing an audit of Perot
     Systems' compliance with the Service Levels and these reporting
     requirements.
 
     4.6  Additional Services.
          ------------------- 

          (a)  At Client's request in a Task Order, Perot Systems will perform
     Additional Services, including application development services (which may
     include the development of Major Enhancements).

          (b)  Additional Services will be performed under individual Task
     Orders that are approved and issued in accordance with this Section 4.6(b)
     and the Change Control Process. Upon identification of a need for
     Additional Services, the CPA Account Manager and the Client Program Manager
     will coordinate the preparation of a proposed Task Order which will set
     forth in reasonable detail the Additional Services to be performed, the
     specific hardware, software and third party services to be delivered to
     Client while the Additional Services are being performed, the objective
     completion criteria to be applied in connection with the Additional
     Services, the price, Reimbursable Expenses and Pass-Through Expenses to be
     paid by Client for the Additional Services and any hardware, software or
     third party services to be delivered to Client in connection with the
     Additional Services, a payment schedule, and any other special terms and

                                      20
<PAGE>
 
     conditions relating to the Additional Services, including but not limited
     to any terms relating to the early termination of the Task Order. The CPA
     Account Manager will present the Task Order to Client and the Change
     Control Board for their review and approval. Perot Systems will commence
     the Additional Services upon execution of the Task Order by Client and
     Perot Systems.

          (c)  If Client terminates the Cambridge Program Services or a
     particular Cambridge Task Order, Perot Systems will complete the Cambridge
     Services as an Additional Service in accordance with mutually acceptable
     terms and conditions, including price, of a Task Order to be negotiated in
     good faith after the applicable Termination Notice is delivered to
     Cambridge.  If Client terminates the Cambridge Program Services or an in-
     process Cambridge Task Order pursuant to Section 9.3(c), Cambridge
     Technology will reimburse Client for amounts paid to Perot Systems in
     completing the Cambridge Service that, when added to the amounts previously
     paid to Cambridge Technology, are in excess of the price agreed to by
     Cambridge Technology and Client for the Cambridge Service as stipulated in
     this Agreement or the applicable Task Order.  The amount of such payments
     made by Cambridge Technology shall be subject to the limitations contained
     in Article 12.  Nothing contained in this Section 4.6(c) shall relieve
     Client from the obligation to mitigate its damages and to act reasonably in
     the case of a breach by Cambridge Technology nor shall anything in this
     Section 4.6(c) increase Cambridge Technology's liability to Client under
     the contract law of Colorado.

     4.7  Access to Services from Perot Systems' Subsidiaries, Affiliates, and
          --------------------------------------------------------------------
Joint Ventures. Upon request by Client, Perot Systems will provide Client with
--------------                                                                
preferential access to the services provided by Perot Systems' Subsidiaries,
Affiliates and joint ventures, including but not limited to HCL Perot Systems,
N.V. and The Doblin Group, Inc., and will use reasonable commercial efforts to
provide Client with preferential access to the services provided by Perot
Systems' clients and alliances, in each case subject to mutually satisfactory
terms and conditions to be negotiated in good faith at the time of the request.

     4.8  Transfer of Personnel.
          --------------------- 

          (a)  Perot Systems will offer to employ, subject to Perot Systems'
     standard employment practices and policies, each person identified in
     Schedule 4.8 that is an employee of Client on the Effective Date.  Perot
     Systems will offer each such person a salary and benefits package,
     including disability, health and life insurance coverage, comparable to
     that offered to other Perot Systems' employees having similar skills and
     experience.  Perot Systems will use reasonable commercial efforts to employ
     each Transitioned Employee as soon as practicable after the Effective Date.

          (b)  Perot Systems will have no liability whatsoever arising out of
     the employment of any individual identified on Schedule 4.8, whether or not
     such individual

                                      21
<PAGE>
 
     becomes a Transitioned Employee, with respect to any period prior to the
     date on which such person commences employment with Perot Systems. Client
     will have no liability whatsoever arising out of the employment of any
     Transitioned Employee with respect to any period on or after the date on
     which such person commences employment with Perot Systems; provided
     however, that Client will retain all responsibility and liability for
     compliance with the requirements of Section 4980B of the Internal Revenue
     Code of 1986, as amended.


                                   ARTICLE 5
                              CLIENT OBLIGATIONS

     5.1  Service Exclusivity.
          -------------------

          (a)  Client will obtain from Perot Systems all of Client's
     requirements for the PSC Program Services, Transition Services, Operations
     Services, and Application Support Services. Client hereby appoints Perot
     Systems as its agent for all matters pertaining to such Operations Services
     and Application Support Services, and will, at Perot Systems' request,
     notify appropriate third parties of such appointment. However, nothing in
     this Agreement authorizes Perot Systems to, and Perot Systems will not,
     enter into, amend, terminate, or extend or renew any Managed Contract or
     any other agreement or arrangement with any third party or bind Client to
     any such agreement or arrangement without Client's prior consent.

          The parties contemplate that Client after the Effective Date (1) may
     acquire (by merger, consolidation, acquisition of assets or otherwise) a
     business function or unit (whether the acquired business function or unit
     after the acquisition is a subsidiary, division or other business unit of
     Client) or (2) may be acquired (in a merger, consolidation, acquisition of
     assets, or otherwise) by an entity (the "Acquirer") with a business
     function or unit, that is different from or in addition to the business
     functions and units operated by Client at the Effective Date (each, a "New
     Business"). To the extent Client or Acquirer uses Systems managed by Perot
     Systems under this Agreement to provide information technology services to
     the New Business, Client or Acquirer, as the case may be, will obtain its
     requirements for such services (to the extent such services are reasonably
     considered to be PSC Program Services, Operations Services and Application
     Support Services as described in the applicable Schedules) from Perot
     Systems. Nothing in this Agreement, however, will require that Client or
     Acquirer (i) use Systems managed by Perot Systems to provide information
     technology services to the New Business or to integrate the information
     technology systems for any New Business with Systems managed by Perot
     Systems if Client or Acquirer, as the case may be, determines in its sole
     discretion not to do so, or (ii) cancel, modify or terminate any third
     party information technology services agreement in effect at the time of
     the acquisition of the New Business. For purposes of this section, Client
     and Acquirer will not be deemed

                                      22
<PAGE>
 
     to be using Systems managed by Perot Systems to provide information
     technology services to a New Business if such Systems and the systems in
     place at the New Business merely are modified to enable Client or Acquirer,
     as the case may be, to pass information between such systems; provided that
     Perot Systems is not required to manage the interface between such systems;
     and provided further that Perot Systems will have no liability to Client or
     Acquirer under this Agreement for any degradation in Service Levels or
     other performance of the Systems that is caused by the interface between
     such systems.

          (b)  Client will obtain from Cambridge Technology all of the Cambridge
     Program Services and the Application Development Services relating to the
     Transition Critical Applications that are described in Schedule 5.1
     (collectively, the "Transition Critical Services"); provided that if
     Cambridge Technology proposes to perform a Transition Critical Service for
     a price greater than the Development Budget for such Transition Critical
     Service set forth in Schedule 5.1 (provided that such Development Budget
     may be adjusted as part of the Change Control Process to reflect any
     changes in the scope requested by Client affecting the cost of performing
     such Transition Critical Service), then Client may seek third party bids to
     perform such Transition Critical Service and has the right to obtain such
     Service from third parties.

          (c)  Client may seek third party bids and has the right to obtain
     services from third parties to perform information technology services
     other than the PSC Program Services, Transition Services, Operations
     Services, Application Support Services or the Transition Critical Services
     described in the Schedules.

          (d)  If Client obtains information technology services from any third
     party, Perot Systems will have the right to approve, which approval will
     not be unreasonably withheld, the implementation and installation of any
     resulting Third Party Software, Equipment or services that Perot Systems
     will be required to manage or operate as part of the Operations Services,
     prior to becoming responsible for such Third Party Software, Equipment or
     services as part of the Operations Services. In any case where no final
     agreement has been reached on implementation or installation of such Third
     Party Software, Equipment or services but Client's Account Manager
     nonetheless requests Perot Systems to implement, install, or operate it or
     them, Perot Systems will use its commercially reasonable efforts to carry
     out such request at a price and on such other reasonable terms proposed by
     Perot Systems; and in such event, either of Perot Systems or Client may
     refer the disputed request to the procedures provided in Article 14.

     5.2  Client Facilities.  Commencing on the Effective Date,
          -----------------                              

          (a)  Client will provide to Perot Systems and Cambridge Technology, at
     no charge to Perot Systems or Cambridge Technology, the use of reasonable
     space at Client's Facilities in connection with the performance of the
     Services, together with parking, office furnishings, telephone equipment
     and services, janitorial services, utilities 

                                      23
<PAGE>
 
     (including air conditioning), and non-dedicated office-related equipment,
     supplies and duplicating services at such Client premises as reasonably
     required in connection with the performance of the Services. When a portion
     of the Client Facilities provided to Perot Systems or Cambridge Technology
     is no longer required to perform the Services, Perot Systems and Cambridge
     Technology will release such portion to Client in substantially the same
     condition as when Perot Systems and Cambridge Technology began using such
     portion.

          (b)  Client will provide storage space for backup data files
     sufficient to comply with Client's data and document retention policies.

          (c)  Client will provide Perot Systems and Cambridge Technology with
     access to all Client Facilities 24 hours a day, seven days a week to the
     extent reasonably necessary to provide the Services. Perot Systems and
     Cambridge Technology will use, and will cause all PSC Personnel and all
     Cambridge Personnel to use, Client Facilities solely to provide the
     Services and, to the extent reasonably necessary for PSC Personnel and
     Cambridge Personnel who are assigned to Client's account, to perform other
     routine business activities. To the extent a portion of the Client
     Facilities is dedicated to occupancy by Perot Systems or Cambridge
     Technology and is lockable (e.g., an office, as opposed to a cubicle, or a
     file cabinet), Client will not enter such portion outside normal business
     hours without the CPA Account Manager's prior consent, except to perform
     facilities-related activities.

     5.3  Transition.  As part of the technology review described in Section
          ----------  
1.4(a), Perot Systems has developed, with Client's assistance, a detailed list
(which list is attached as Schedule 5.3) of all:

          (a)  licenses, maintenance agreements, support agreements and other
     agreements that will be (i) transferred from RSI to, and assumed by,
     Client, or (ii) obtained from Third Party Vendors prior to the completion
     of the Transition by Client (the "Managed Contracts") in order to support
     the Operations Services (Part A of Schedule 5.3);

          (b)  Third Party Software and Equipment that will be transferred from
     RSI to, or leased, purchased or licensed by, Client (the "Managed
     Equipment" and "Managed Software") in order to support the Operations
     Services (Part B of Schedule 5.3); and

          (c)  information technology services, if any, that will continue to be
     performed by RSI after the Effective Date and the dates on which such
     services will be transitioned to Perot Systems (Part C of Schedule 5.3).

     Client will use its reasonable commercial efforts to cause RSI and its
other Third Party Vendors to cooperate with Perot Systems in the performance of
the Transition Services.

                                      24
<PAGE>
 
     5.4  Third Party Software, Equipment and Third Party Services.
          --------------------------------------------------------

          (a)  Client will, at Client's expense (including all lease costs,
     depreciation, insurance and taxes), purchase, lease or license, and retain
     complete financial and legal responsibility for, and provide and make
     available to Perot Systems and Cambridge Technology all Third Party
     Software, Equipment and Third Party Services that are reasonably necessary
     to provide the Services. In addition, Client will, at Client's expense,
     provide to Perot Systems and Cambridge Technology, at no charge to Perot
     Systems or Cambridge Technology, for use by PSC Personnel or Cambridge
     Personnel performing Services at Client's Facilities (or such substitute
     facilities selected by Client), personal computers, workstations,
     terminals, printers and other equipment reasonably required by PSC
     Personnel or Cambridge Personnel in connection with the performance of the
     Services.

          (b)  Except as otherwise agreed by Client and Perot Systems in a Task
     Order or Change Order, Client will obtain and retain financial and legal
     responsibility for all Managed Contracts.

          (c)  Client will take no action or fail to take any required action
     relating to a Required Consent that could reasonably be expected to impair
     Perot Systems' or Cambridge Technology's ability to perform the Services.
     In addition, Client will pay or reimburse Perot Systems or Cambridge
     Technology, as the case may be (as Pass-Through Expenses) all fees imposed
     by Third Party Vendors in connection with granting Required Consents,
     including but not limited to transfer, license, and upgrade fees, and to
     obtain rights for Perot Systems or Cambridge Technology to use, or to the
     extent necessary, to transfer to Perot Systems or Cambridge Technology, all
     Third Party Software and Equipment necessary to perform the Services. Perot
     Systems will use its reasonable commercial efforts to eliminate or minimize
     all such fees.

     5.5  Certain Obligations.   Client will, at its expense, provide Perot
          -------------------  
Systems and Cambridge Technology with specific advice and interpretive direction
regarding federal, state and local legal and regulatory issues specific to
Client's business that affect the Services to be provided under this Agreement.

                                      25
<PAGE>
 
                                   ARTICLE 6
                              CHARGES AND PAYMENT
 
     6.1  Charges for PSC Services. Client will pay Perot Systems the amounts
          ------------------------
set forth in Schedule 6.1 for the PSC Services, at the times and according to
the terms set forth in that Schedule and this Article 6.
 
     6.2  Charges for Cambridge Services. Client will pay Cambridge Technology
          -------------------------------  
the amounts set forth in Schedule 5.1 for the Cambridge Services, at the times
and according to the terms set forth in that Schedule and this Article 6.
 
     6.3  Charges for Additional Services. Unless otherwise agreed by the
          -------------------------------  
affected parties, Client will pay Perot Systems or Cambridge Technology, as the
case may be, for Additional Services at such party's then-current commercial
billing rates for services rendered on a time and materials basis less the
discounts set forth in Schedule 6.3.

     6.4  Risk/Reward Pricing.
          -------------------

          (a)  Cambridge Technology. Subject to the limitations set forth in
               --------------------                                         
     Section 6.4(c), Cambridge Technology will issue performance credits to
     Client, and Client will pay performance bonuses to Cambridge Technology, in
     accordance with, and subject to the limitations set forth in, Part A of
     Schedule 6.4.

          (b)  Perot Systems. Subject to the limitations set forth in Section
               -------------                                                 
     6.4(c), Perot Systems will issue performance credits to Client, and Client
     will pay performance bonuses to Perot Systems, in accordance with, and
     subject to the limits set forth in, Part B of Schedule 6.4.

          (c)  Limitation on Credits.  Perot Systems will only be obligated to
               ---------------------                                          
     issue credits under Schedule 6.4 and this Section 6.4 to the extent it is
     unable to meet the applicable criteria primarily as a result of actions or
     failures to act by its Personnel, and not primarily as a result of actions
     or failures to act by Client, Cambridge Technology, a third party other
     than a subcontractor of Perot Systems, or Force Majeure. Cambridge
     Technology will only be obligated to issue credits under Schedule 6.4 and
     this Section 6.4 to the extent it is unable to meet the applicable criteria
     primarily as a result of actions or failures to act by its Personnel, and
     not primarily as a result of actions or failures to act by Client, Perot
     Systems, a third party other than a subcontractor of Cambridge Technology,
     or Force Majeure.

          (d)  Credits as Sole Remedy.  Except as provided in Sections 9.3(a),
               ----------------------                                         
     9.3(b), and 9.5, any performance credits issued in accordance with the
     provisions of Schedule 6.4 by Perot Systems or Cambridge Technology, as the
     case may be, in accordance with this 

                                      26
<PAGE>
 
     Section 6.4 will be Client's sole remedy in connection with the Service
     Levels, regardless of the form of the claim.

     6.5  Reimbursable Expenses.  Client will reimburse each of Perot Systems
          ---------------------               
and Cambridge Technology for its respective actual, reasonable out-of-pocket
expenses incurred in connection with their performance of the PSC Services and
the Cambridge Services ("Reimbursable Expenses"), including but not limited to
all reasonable (i) travel and lodging expenses, (ii) telecommunications network
circuit charges, and (iii) reimbursable sales and use taxes. To be reimbursable,
an expense must have been approved (specifically or by category) by Client in
advance and must comply with Client's standard expense reimbursement policy.
Each Change Order and Task Order will set forth an estimate of Reimbursable
Expenses anticipated to be incurred in connection with such Change Order or Task
Order and Client's approval of such Change Order or Task Order will be deemed to
constitute Client's approval to incur Reimbursable Expenses up to the amount set
forth in such Change Order or Task Order. Commencing 90 days after the Effective
Date, Perot Systems will provide Client with a quarterly estimate of
Reimbursable Expenses anticipated to be incurred over the following 90 days.

     6.6  Pass-Through Expenses.
          ---------------------   

          (a)  Client will establish in its or its nominee's name a pass-through
     expense account ("Account") with a mutually satisfactory bank for payment
     of Pass-Through Expenses (other than fees for the Cambridge Services to be
     treated as Pass-Through Expenses) as Client and Perot Systems agree
     appropriate.

          (b)  Perot Systems, as agent for Client, will issue checks from the
     Account for Pass-Through Expenses (other than fees for the Cambridge
     Services that will be invoiced in accordance with Section 6.9) in the
     amount Client approves in accordance with Section 6.6(c).  If Perot Systems
     pays any person less than the amount to which such person is entitled under
     the relevant Managed Contract (unless Client has not approved such amount),
     Perot Systems will promptly adjust the underpayment by issuing an
     additional check from the Account.  If Perot Systems pays any person more
     than the amount to which such person is entitled under the relevant Managed
     Contract and this Agreement, or pays any person not entitled to receive
     payment under this Agreement, Perot Systems will take all reasonable steps
     to recover the overpayment except that Perot Systems will not be required
     to initiate litigation or arbitration to recover any overpayment.  Perot
     Systems will promptly notify the Client if it is unsuccessful in recovering
     any overpayment.

          (c)  Perot Systems will review all invoices for Pass-Through Expenses
     to determine whether the charges reflected in such invoices comply in all
     material respects with the applicable purchase documentation or contract.
     After completing its review, Perot Systems will submit such invoices,
     together with Perot Systems' recommendation for payment, nonpayment, or
     partial payment, to Client on or about the fifth and twentieth 

                                      28
<PAGE>
 
     days of the month for Client's review and approval. Client will promptly
     review and approve the invoices submitted to it (or advise the CPA Account
     Manager that an invoice is not approved, with an explanation of the reasons
     for not approving the invoice). Upon approval of an invoice, Client will
     fund the Account in an amount sufficient to pay the invoice, and Perot
     Systems will promptly thereafter pay the invoice (other than invoices from
     Cambridge Technology, which will be paid as set forth in Section 6.9) from
     the Account as provided in this Section 6.6. In making payments from the
     Account, Perot Systems will comply with those financial controls and
     procedures of which Client gives Perot Systems notice.

          (d)  Client will reimburse Perot Systems for all late fees and
     interest charges that accrue under the applicable purchase documentation or
     contract on any invoiced amounts for which funds are not deposited by
     Client in the designated Account at least two business days prior to the
     invoice due date, provided that Perot Systems is identified as the
     purchaser or payment agent in the applicable purchase documentation.

     6.7  Taxes and Tax Planning.
          ----------------------   

          (a)  Responsibility.  Except as set forth in this Section, Client will
               --------------                                                   
     pay, or reimburse Perot Systems for, all taxes and duties levied in
     connection with the Services or this Agreement.

               (i)  Each of Perot Systems or Cambridge Technology, as the case
          may be, will pay all sales, use, value-added and similar taxes levied
          on any goods or services used or consumed by such party in providing
          the PSC Services or the Cambridge Services, as the case may be.

               (ii) Each of Perot Systems or Cambridge Technology, as the case
          may be, will pay all (A) real and personal property, ad valorem and
          similar taxes on real, personal and intangible property such party
          owns, leases or licenses, (B) franchise and privilege taxes on such
          party's business operations, (C) taxes based on such party's net
          income or gross receipts, and (D) payroll and similar taxes related to
          such party's Personnel.

          (b)  Cooperation.
               ----------- 

               (i)  Each party will cooperate with the other parties in all
          reasonable respects to determine and minimize applicable tax
          liabilities, including working with the other parties to allocate,
          where appropriate, payments made under this Agreement among categories
          for (i) taxable goods, services and transactions, (ii) non-taxable
          goods, services, and transactions, and (iii) transactions in which
          Perot Systems acts solely as a payment agent for Client in receiving
          goods or services 

                                      28
<PAGE>
 
          (including leasing and licensing arrangements) that otherwise are non-
          taxable or have previously been subjected to tax.

               (ii)  Each party will provide the other parties with resale
          certificates, information regarding out-of-state use of materials,
          services or sales, or other exemption certificates or information
          reasonably requested by any other party.

               (iii) Each party will promptly notify the other parties of, and
          coordinate with the other parties the response to and settlement of,
          any claim for taxes asserted by applicable authorities for which
          liability by the other parties is asserted, it being understood that
          with respect to any claim arising out of a form or return signed by a
          party, such party will have the right to elect to control the response
          to and settlement of the claim.

     6.8  Pricing Adjustments.  If the Price Index at any anniversary of the
          -------------------                         
Effective Date ("Current Index") is higher than the Price Index on the Effective
Date ("Base Index"), then, effective as of such anniversary, all charges
hereunder (other than Pass-Through Expenses, Reimbursable Expenses and charges
under a fixed-price Statement of Work, Task Order, or Change Order) will be
increased by the percentage that the Current Index increased from the Base
Index, except to the extent otherwise agreed by the parties.

     6.9  Invoices and Payment.
          --------------------   

          (a)  Cambridge Technology will invoice Client, by submitting invoices
     to the CPA Account Manager for processing on or about the 20th day of each
     calendar month, for (i) the Cambridge Program Services performed during the
     previous month (ii) all Reimbursable Expenses incurred during the previous
     month and (iii) the payments due in accordance with the payment schedules
     contained in each individual Task Order (collectively, the "Cambridge
     Charges").

          (b)  Perot Systems will invoice Client monthly on or about the 20th
     day of each calendar month for (i) the PSC Services to be performed during
     the following calendar month, including, to the extent applicable, Perot
     Systems' good faith estimate of its fees and expenses for any PSC Services
     to be provided on a time and materials or similar basis, (ii) the Cambridge
     Charges invoiced pursuant to subsection (a) above, (iii) all Reimbursable
     Expenses incurred during the previous month, and (iv) an adjustment for any
     underpayments or overpayments made in connection with any previous month's
     estimated fees or expenses or other applicable correction.

          (c)  Each party will substantiate its invoices in reasonable detail
     (including, on Client's request, copies of any third-party invoices).
     Amounts not disputed within 18 months from Client's receipt of an invoice
     will be deemed correct.

                                      29
<PAGE>
 
          (d)  Client will pay all undisputed amounts within 10 days after
     receiving the applicable invoice by wire transfer to a bank account
     specified by Perot Systems, and will promptly pay Perot Systems any
     disputed amounts promptly upon the parties' resolution of such dispute.
     Within two business days after receiving funds from Client as payment for
     any Cambridge Charges, Perot Systems will transfer such funds to Cambridge
     Technology.

               (i)   Within 45 days after receiving the applicable invoice,
          Client will give notice to the CPA Account Manager of any variable
          amount due under this Agreement that is reasonably disputed in good
          faith by Client, which notice will include a reasonably detailed
          explanation of the disputed amount and the grounds for the dispute.
          Client's failure to pay amounts disputed in accordance with this
          Section 6.9 will not (prior to the resolution of the applicable
          dispute) be grounds for a claim of breach or suspension of work by
          either Perot Systems or Cambridge Technology unless Client fails to
          pursue a resolution of such dispute vigorously within 60 days after
          the applicable invoice date in good faith.

               (ii)  In the event that the aggregate disputed amounts for either
          of Perot Systems or Cambridge Technology exceed $100,000, but are less
          than $300,000, then Client will pay all such disputed amounts for such
          party into escrow in a major United States commercial bank with which
          neither party has significant dealings, with interest to be allocated
          to the party entitled to the principal upon resolution of the dispute.
          In the event that the aggregate disputed amounts for either of Perot
          Systems or Cambridge Technology exceed $300,000, then Client will pay
          all such disputed amounts in excess of $300,000 in accordance with the
          terms of this Agreement and will seek reimbursement of such disputed
          amounts through good faith negotiation or otherwise in accordance with
          Article 14.

               (iii) In the event Perot Systems (A) fails to provide the number
          of FTEs set forth in the staffing plan for the Application Support
          Services (other than for reasons of short-term illness, vacation or
          similar routine absences), or (B) fails to perform a portion of the
          PSC Program Services or Operations Services, and such failure has an
          adverse impact on Client, Perot Systems and Client will negotiate an
          equitable reduction to Perot Systems' fees for the unperformed
          services.

          (e)  Late payments will accrue interest at the Designated Interest
     Rate from the applicable due date to the date of actual payment by Client.
     Overpayments by Client will accrue interest at the Designated Interest Rate
     from the date 10 days after a request by Client for reimbursement of or
     credit for the overpayment to the date Client is reimbursed or credited the
     overpayment.

          (f)  Perot Systems will offset all credits due to Client under this
     Agreement against amounts then owing by Client starting with the oldest
     undisputed amounts owed.

                                      30
<PAGE>
 
     Any credits owed to Client at the termination or expiration of this
     Agreement will be paid to Client in cash by the party owing such credits
     within 30 days after termination or expiration.

          (g)  Perot Systems will credit any overpayments made by Client against
     the first invoice issued to Client after discovery of the overpayment to
     the extent reasonably practicable.

     6.10 Audits by Client.
          ----------------   

          (a)  At Client's request, but not more often than once per year, each
     of Perot Systems and Cambridge Technology will allow Client or its
     designated representatives to audit such party's accounting books and
     records to the extent necessary to verify such party's charges to Client
     for the preceding 12-month period. In the case of Statements of Work and
     Task Orders performed by a party on a fixed-price basis, however, the audit
     will be limited to the party's Pass-Through Expenses and Reimbursable
     Expenses. Perot Systems or Cambridge Technology, as the case may be, will
     cooperate with, and comply with all reasonable requests from, Client or its
     designated representatives in connection with such audit. Prior to
     conducting such audit, Client's designated representatives will execute and
     deliver to the party to be audited a confidential information agreement
     containing terms reasonably acceptable to such party.

          (b)  Upon completion of any such audit, Client and Perot Systems or
     Cambridge Technology, as the case may be, will review the audit report
     together and work in good faith to agree upon (i) any adjustment of charges
     to Client (including any credit or reimbursement of any overpayment by
     Client) and (ii) any appropriate adjustments to such party's billing
     practices. If any such audit discloses overpayments that in the aggregate
     equal five percent or more of the amounts that were actually due, as shown
     by the audit (or, in the case of audits of Pass-Through Expenses and
     Reimbursable Expenses in connection with fixed-price Statements of Work or
     Task Orders, five percent or more of such expenses that were actually due,
     as shown by the audit), then the audited party will reimburse Client for
     the costs of the audit.

     6.11 Benchmarking.
          ------------   

          (a)  Perot Systems will perform an annual internal technology review
     to assess the Services and the performance of the Systems then being
     managed by Perot Systems. Such review will include comparisons with similar
     information technology installations to the extent information about
     similar information technology installations are reasonably available.
     Perot Systems will present the results of such review and any
     recommendations for Changes based on such results to the Technology
     Steering Committee.

                                      31
<PAGE>
 
          (b)  Client may initiate at its expense a third-party review of the
     Services being performed by Perot Systems, provided, however, that there
     will be no more than one such review during any 12-month period during the
     term of this Agreement. If Client initiates a third party review, Client
     will, within five business days after sending notice of such election,
     provide Perot Systems with a list of three unbiased third party
     benchmarkers acceptable to Client. Perot Systems will select one of such
     third party benchmarkers to be engaged by Client. Client and Perot Systems
     will negotiate in good faith to determine jointly the information to be
     provided to the benchmarker (the "Benchmark Information") and the scope and
     cost of the review, and will (1) review the Benchmark Information and (2)
     schedule a meeting to address any issues either party may have with the
     Benchmark Information. The parties will cooperate in good faith with the
     benchmarker selected by the parties. The benchmarker will review the scope
     and level of Services then being provided under this Agreement, the total
     number of personnel assigned to perform those Services, and the charges for
     the Services and compare the scope and level of Services, the total number
     of personnel assigned to perform such Services, and the charges for the
     Services against similar services that are performed by other full service
     systems integration and information technology outsourcing providers who
     compete with Perot Systems in similar markets in a similar period. If the
     benchmarker reasonably determines that Perot Systems' performance of the
     Services, the number of personnel assigned to perform the Services, or the
     charges for the Services are substantially above or below competitive
     levels and the Executive Steering Committee agrees with such determination,
     then the parties will agree in good faith on an equitable adjustment to the
     Services, Service Levels, the number of personnel assigned to provide the
     Services under this Agreement, or the charges for the Services (with
     respect to Services to be provided in the future); provided, however, that
     no adjustment will be made if (i) Perot Systems' performance of the
     Services is determined to be less than 5% below, or the number of personnel
     assigned to perform the Services or the charges for the Services are
     determined to be less than 5% above, competitive levels, or (ii) Perot
     Systems' performance of the Services is determined to be more than 10%
     above, or the number of personnel assigned to perform the Services or the
     charges for the Services are determined to be more than 10% below,
     competitive levels. If either affected party disputes the auditor's
     determination, the parties will resolve the dispute in accordance with
     Article 14.

     6.12 Client Surveys.
          -------------- 

          (a)  Baseline Customer Satisfaction Survey. During the 90-day period
               -------------------------------------                          
     after the Effective Date, and as part of the Operations Services, Perot
     Systems will conduct a survey to measure end-user satisfaction with the
     Systems at each Client site. The survey will contain questions to be agreed
     upon by Client and Perot Systems within 60 days after the Effective Date.
     The survey will be administered according to procedures agreed upon by
     Perot Systems and Client within 60 days after the Effective Date. Perot
     Systems will promptly share the results of each such survey with Client,
     including, without limitation, 

                                      32
<PAGE>
 
     copies of the user questionnaires completed by any Client Personnel. A
     sample Client Satisfaction Survey is attached as Attachment F.

          (b)  Regular Customer Satisfaction Surveys. At least once every six
               -------------------------------------                         
     months during the term of this Agreement during a mutually agreed time
     period, and as part of the Operations Services, Perot Systems will conduct
     a survey to measure end-user satisfaction with the Systems and Perot
     Systems' responsiveness to requests for PSC Services at each Client site.
     The survey will at a minimum cover at least the following classes of users:
     (i) end users of the PSC Services, (ii) senior management of end users, and
     (iii) senior managers of Client's information management function. The
     survey will contain questions to be agreed upon by Client and Perot Systems
     no later than 30 days before the date on which the survey is scheduled to
     begin.  Perot Systems will promptly share the results of each such survey
     with Client, including, without limitation, copies of the user
     questionnaires completed by any Client Personnel. The content, scope, and
     method of each such survey will be consistent with the baseline customer
     survey conducted under Section 6.12(a), and the timing of the surveys will
     be subject to mutual agreement. Perot Systems agrees that increasing
     customer satisfaction, as measured by such surveys, may be a factor in
     determining performance credits under Section 6.4.

     6.13 Extraordinary Events.  If an Extraordinary Event occurs or is
          --------------------                        
reasonably expected to occur, Client and Perot Systems or Client and Cambridge
Technology, as the case may be, will negotiate in good faith appropriate changes
to the charges assessed or the scope, nature or volume of Services provided
under this Agreement. For purposes of this Agreement, "Extraordinary Event"
means an event or transaction or series of events or transactions relating to
Client's business that results or is reasonably expected to result in a material
increase or decrease of Perot Systems' or Cambridge Technology's cost of
providing the Services or in the resources required to provide the Services. The
term "Extraordinary Events" includes (i) changes to the principal locations
where Client operates; (ii) material changes in products or services of, or in
the users served by, Client; (iii) mergers, annexations, or divestitures of a
material nature involving Client; (iv) changes in the method of service delivery
by Client not contemplated by this Agreement; (v) changes in service priorities;
and (vi) increases or decreases of greater than ten percent in the baseline
volumes set forth in Schedule 6.1 (except to the extent Schedule 5.1 or Part B
of Schedule 6.1 provides for incremental charges in connection with such volume
changes).


                                   ARTICLE 7
                              PROPRIETARY RIGHTS

     7.1  PSC Work Product.
          ----------------   

          (a)  Subject to Client's payment for the related PSC Services and the
     provisions of Section 7.1(b), Perot Systems hereby assigns to Client, to
     the maximum 

                                      33
<PAGE>
 
     extent permitted by applicable law, all right, title and interest in and to
     all PSC Work Product, including but not limited to all trade secret,
     copyright, patent and other intellectual property rights in and to such PSC
     Work Product. Perot Systems will cooperate reasonably with Client in
     connection with such assignment, including the execution of documents and
     the taking of such further action as may be reasonably requested by Client.

          (b)  Except as otherwise provided in this Agreement (including Perot
     Systems' confidentiality obligations under Article 8), Perot Systems may
     (1) develop or distribute products or perform services similar to the PSC
     Work Product or the PSC Services, or (2) use any concepts, know-how or
     techniques developed by Perot Systems as a direct result of developing the
     PSC Work Product or performing the PSC Services to develop or distribute
     products or to perform services for any other person (provided that Perot
     Systems may not use any such concepts, know-how or techniques to develop
     similar products for the Key Competitors unless such concepts, know-how or
     techniques are publicly available without a breach of this Agreement or
     generally known in the industry).

     7.2  Cambridge Work Product.
          ---------------------- 

          (a)  Subject to Client's payment for the related Cambridge Services
     and the provisions of Section 7.2(b), Cambridge Technology hereby assigns
     to Client, to the maximum extent permitted by applicable law, all right,
     title and interest in and to all Cambridge Work Product, including but not
     limited to all trade secret, copyright, patent and other intellectual
     property rights in and to such Cambridge Work Product. Cambridge Technology
     will cooperate reasonably with Client in connection with such assignment,
     including the execution of documents and the taking of such further action
     as may be reasonably requested by Client.

          (b)  Except as otherwise provided in this Agreement (including
     Cambridge Technology's confidentiality obligations under Article 8),
     Cambridge Technology may (1) develop or distribute products or perform
     services similar to the Cambridge Work Product or the Cambridge Services,
     or (2) use any concepts, know-how or techniques developed by Cambridge
     Technology as a direct result of developing the Cambridge Work Product or
     performing the Cambridge Services to develop or distribute products or to
     perform services for any other person (provided that Cambridge Technology
     may not use any such concepts, know-how or techniques to develop similar
     products for the Key Competitors unless such concepts, know-how or
     techniques are publicly available without a breach of this Agreement or
     generally known in the industry).

     7.3  Third-Party Intellectual Property.
          ---------------------------------

                                      34
<PAGE>
 
          (a)  Unless authorized to do so by Client or the authorized licensor
     of any applicable Third-Party Intellectual Property, neither Perot Systems
     nor Cambridge Technology will incorporate into any PSC Work Product or
     Cambridge Work Product, as the case may be, or use for the benefit of
     Client in connection with the PSC Services or Cambridge Services, as the
     case may be, any Third-Party Intellectual Property.

          (b)  To the extent that Perot Systems or Cambridge Technology is
     reasonably expected to use, reproduce or create derivative works of Third-
     Party Intellectual Property owned by or licensed to Client to fulfill its
     obligations under this Agreement, Client hereby authorizes Perot Systems or
     Cambridge Technology, as the case may be, as an independent contractor of
     Client, and grants to Perot Systems or Cambridge Technology, as the case
     may be, to the extent permitted by any applicable agreement to which Client
     is a party, a non-exclusive, non-transferable, royalty-free license, to
     use, reproduce and create derivative works of such Third-Party Intellectual
     Property to the extent necessary to, and for the sole purpose of,
     fulfilling such party's obligations under this Agreement. Client, at no
     charge to Perot Systems or Cambridge Technology, as the case may be, and
     with Perot Systems' or Cambridge Technology's, as the case may be,
     cooperation and assistance, will use commercially reasonable efforts to
     obtain any consents from third parties necessary to grant Perot Systems or
     Cambridge Technology these rights.

          (c)  If (1) Perot Systems or Cambridge Technology, as the case may be,
     acquires the right to use, reproduce or create derivative works of any
     Third-Party Intellectual Property and (2) the PSC Work Product or Cambridge
     Work Product, as the case may be, contemplated by this Agreement to be
     developed by such party cannot reasonably be used as contemplated by this
     Agreement unless such party can transfer such rights to Client in
     accordance with the terms of this Agreement, then such party will obtain
     the right to transfer such rights to Client. Subject to the license or
     other restrictions imposed by the owner or licensor of that Third-Party
     Intellectual Property, none of which will impair Client's use of such PSC
     Work Product or Cambridge Work Product, as the case may be, as contemplated
     by this Agreement, Perot Systems or Cambridge Technology, as the case may
     be, assigns or sublicenses, as the case may be, to Client all rights in and
     to all Third-Party Intellectual Property that forms part of a PSC Work
     Product or Cambridge Work Product, as the case may be, that are necessary
     to allow Client to use that PSC Work Product or Cambridge Work Product as
     contemplated by this Agreement upon acceptance of, and payment for, that
     PSC Work Product or Cambridge Work Product, as the case may be.

     7.4  Pre-Existing Intellectual Property. Unless otherwise agreed in a 
          ----------------------------------
Task Order or an amendment to this Agreement, if Perot Systems or Cambridge
Technology delivers to Client any Pre-Existing Intellectual Property as part of
an Application or System, such party will, and hereby does, grant to Client a
non-exclusive, royalty-free, world-wide, perpetual license to make, have made,
use, reproduce, modify, adapt, such Pre-Existing Intellectual Property provided
that Client will not use such Pre-Existing Intellectual 

                                      35
<PAGE>
 
Property to sell service bureau services to third parties who are not
Subsidiaries, Affiliates, or retail dealer or franchisees of Client, or
sublicense any third party to make, have made, use, reproduce, modify, or adapt
such Pre-Existing Intellectual Property (provided that Client may sublicense to
a Subsidiary (for so long as such entity remains a Subsidiary) any of the rights
that Client is permitted to exercise with respect to Pre-Existing Intellectual
Property). Perot Systems or Cambridge Technology, as the case may be, will
advise Client in the relevant Work Order of all Pre-Existing Intellectual
Property to be delivered to Client under the Work Order. Perot Systems and
Cambridge Technology each agree not to license to any Named Competitor any
combination of Pre-Existing Intellectual Property and PSC Work Product or
Cambridge Work Product that performs a substantial portion of any Application
delivered to Client under this Agreement, except to the extent the functionality
embodied in such Pre-Existing Intellectual Property performs functions that are
commonly available in the market.

                                   ARTICLE 8
                                CONFIDENTIALITY

 
     8.1  Ownership of Client Data.  All data and information relating to
          ------------------------  
Client's business operations that is provided by or on behalf of Client to Perot
Systems or Cambridge Technology in connection with the Services will remain the
property of Client. Each of Perot Systems and Cambridge Technology will use such
data or information solely in connection with performing the Services.

    8.2   Confidential Information.
          ------------------------

          (a)  Each party (a "receiving party") agrees that all information
     regarding each other party's (a "disclosing party") methodologies,
     financial affairs, business activities and plans communicated to the
     receiving party will be treated as confidential information ("Confidential
     Information").  For purposes of the foregoing, Confidential Information
     will not include information that (1) was known by the receiving party
     without an obligation of confidentiality prior to its receipt from the
     disclosing party, (2) is independently developed by the receiving party
     without reliance on Confidential Information, (3) is or becomes publicly
     available without a breach of this Agreement by the receiving party, (4) is
     disclosed to the receiving party by a third person who is not required to
     maintain its confidentiality, or (5) is required to be disclosed by reason
     of legal, accounting or regulatory requirements beyond the reasonable
     control of the receiving party.  The receiving party has the burden of
     proving the applicability of the foregoing exceptions.

          (b)  Each receiving party will use at least the same degree of care,
     but no less than a reasonable degree of care, to avoid unauthorized
     disclosure or use of each disclosing party's Confidential Information as it
     employs with respect to its own Confidential Information of similar
     importance.

                                      36
<PAGE>
 
          (c)  Each receiving party may disclose Confidential Information only
     to the other parties to this Agreement and its own officers, directors, and
     employees and to its consultants, subcontractors and advisors who
     reasonably need to know it. Each receiving party will be responsible to the
     disclosing party for any violation of this Agreement by its officers,
     directors, employees, consultants, subcontractors or advisors.

          (d)  No receiving party may print or copy, in whole or in part, any
     documents or other media containing a disclosing party's Confidential
     Information, other than copies for its officers, directors, employees,
     consultants or advisors who are working on the matter, without the prior
     consent of the disclosing party.

          (e)  No receiving party may use a disclosing party's Confidential
     Information for competing with the disclosing party or for any purpose not
     in furtherance of this Agreement.

          (f)  Promptly after the earlier of the completion of a receiving
     party's obligations under, or the termination of, this Agreement, such
     receiving party will return or, with the consent of each disclosing party,
     destroy all of that disclosing party's Confidential Information, except for
     (i) archive and backup copies that are not readily accessible for use, (ii)
     business records required by law to be retained by the receiving party and
     (iii) information assigned or licensed to Client under Article 7.

          (g)  If a receiving party is requested, as part of an administrative
     or judicial proceeding, to disclose any of a disclosing party's
     Confidential Information, the receiving party will, to the extent permitted
     by applicable law, promptly notify the disclosing party of such request and
     cooperate with the disclosing party, at the disclosing party's expense, in
     seeking a protective order or similar confidential treatment for such
     Confidential Information.

          (h)  Each receiving party agrees that in the event of a breach or
     threatened breach by a disclosing party, or any officer, director,
     consultant, subcontractor, advisor or employee of such disclosing party, of
     the provisions of this Article, the disclosing party will have no adequate
     remedy in money damages and, accordingly, will be entitled to seek an
     injunction against such breach, in addition to any other legal or equitable
     remedies available to the disclosing party.

     8.3  Attorney-Client Privilege.
          -------------------------   

          (a)  Perot Systems acknowledges that Client may assert that certain
     documents, data and databases created by Perot Systems as part of the
     Operations Services provided under this Agreement and all communications
     related thereto (collectively, "Privileged Work Product") are subject to
     certain privileges under 

                                      37
<PAGE>
 
     applicable law, including the attorney-client privilege, and may seek to
     protect such Privileged Work Product from disclosure by Rule 26 of the
     Federal Rules of Civil Procedure or other applicable rules or laws.

          (b)  Client will notify Perot Systems of any Privileged Work Product
     to which Perot Systems has or may have access. After Perot Systems receives
     such notice, Perot Systems will use reasonable commercial efforts to limit
     access to such Privileged Work Product solely to those PSC Personnel for
     whom such access is required to fulfill Perot Systems' obligations under
     this Agreement.

          (c)  If Perot Systems is requested to provide any third party with
     access to Privileged Work Product, Perot Systems will, to the extent
     permitted by applicable law, promptly notify Client and take, at Client's
     expense, such reasonable actions as may be requested by Client to resist
     providing such access. Perot Systems will have the right, at Client's
     expense, to retain independent legal counsel in connection with any such
     request. If Perot Systems is ultimately required, pursuant to an order of a
     court or other authority reasonably believed by Perot Systems to be of
     competent jurisdiction, to disclose Privileged Work Product, Perot Systems
     will have no liability under this Agreement in connection with such
     disclosure.

     8.4  Internal Audits.  Each of Perot Systems and Cambridge Technology may
          ---------------                              
periodically perform, or cause to be performed, internal compliance reviews of
its activities under this Agreement. The specific findings of these reviews,
whether performed by Perot Systems, Cambridge Technology, or a third person,
will be deemed Privileged Work Product and neither Perot Systems nor Cambridge
Technology will be required to disclose such findings to Client under any
circumstances.

                                   ARTICLE 9
                             TERM AND TERMINATION

     9.1  Initial Term.  The term of this Agreement (the "Initial Term") will
          ------------  
begin at 8:00 a.m. Denver, Colorado time on the Effective Date and end at 7:59
a.m. Denver, Colorado time on the fifth anniversary of the Effective Date,
unless extended or earlier terminated in accordance with this Article 9.

    9.2   Renewal Terms.  The term of this Agreement will be automatically
          -------------  
extended for additional periods (each, a "Renewal Term") of one year unless
Client or Perot Systems gives notice to the other at least six months prior to
the then-current Termination Date of its intention to allow this Agreement to
expire at the end of the Initial Term or then-current Renewal Term. Fees payable
by Client in connection with the PSC Services and the Cambridge Program Services
will be adjusted during each Renewal Term in accordance with Section 6.8.

                                      38
<PAGE>
 
     9.3  Termination for Cause.
          --------------------- 

          (a) Client may terminate this Agreement with respect to any one or
     more of the major categories of PSC Services (i.e., the Transition
     Services, PSC Program Services, Operations Services, or Application Support
     Services) or one or more individual Task Orders being performed by Perot
     Systems if Perot Systems (i) breaches any of its material duties or
     material obligations to Client under this Agreement or the applicable Task
     Order with respect to such major category of PSC Services, (ii) repeatedly
     breaches a particular duty or obligation to Client under this Agreement or
     the applicable Task Order with respect to such major category of PSC
     Services or Task Order within the immediately preceding 12-month period
     which repeated breaches collectively constitute a material breach of this
     Agreement, or (iii) contemporaneously breaches a number of its duties or
     obligations to Client under this Agreement or the applicable Task Order
     with respect to such major category of PSC Services or Task Order which
     collectively, based on the number, nature and relationship of such breaches
     constitute a material breach of this Agreement, by delivering to Perot
     Systems a notice of termination for cause (a "Termination Notice") setting
     forth the date of termination, which date will not be more than six months
     after the date of the Termination Notice, and a description in reasonable
     detail of the breach for which Client is terminating this Agreement. Client
     will be deemed to terminate this Agreement with respect to the PSC Program
     Services upon termination of the last of all other major categories of PSC
     Services to be terminated under this Agreement.

          (b) If there occurs a Critical Service Level Failure, as that term is
     defined in Schedule 6.4, primarily as a result of actions or failures to
     act by Perot Systems or PSC Personnel, and not primarily as a result of
     actions or failures to act by Client or a third party other than Perot
     Systems or PSC Personnel, or Force Majeure, Client may give Perot Systems
     at least 30 days' prior notice of its intention to terminate this Agreement
     with respect to the PSC Services ("Notice Period").  During such Notice
     Period, Perot Systems may seek to cure the problems that are causing the
     Critical Service Level Failure. If Client is reasonably satisfied that the
     problems have been cured within the Notice Period, upon expiration of such
     period, Client will rescind its notice.  If Client is not reasonably
     satisfied that the problems have been cured within the Notice Period, upon
     expiration of such period, Client may exercise its right of termination
     granted in this paragraph upon notice thereof to Perot Systems during the
     90 day period after the Notice Period; provided that the cure period
     provided by 9.3(f) will not apply in the event Client exercises such right
     of termination.

          (c) Client may terminate this Agreement or one or more individual Task
     Orders with respect to the Cambridge Services if Cambridge Technology (i)
     breaches any of its material duties or material obligations to Client under

                                      39
<PAGE>
 
     this Agreement with respect to such Task Order, (ii) repeatedly breaches a
     particular duty or obligation to Client under this Agreement with respect
     to such Task Order within the immediately preceding 12-month period which
     repeated breaches collectively constitute a material breach of this
     Agreement, or (iii) contemporaneously breaches a number of its duties or
     obligations to Client under this Agreement which collectively, based on the
     number, nature and relationship of such breaches constitute a material
     breach of this Agreement, by delivering to the CPA Account Manager a notice
     of termination for cause (a "Termination Notice") setting forth the date of
     termination, which date will not be more than six months after the date of
     the Termination Notice, and a description in reasonable detail of the
     breach for which Client is terminating this Agreement. The CPA Account
     Manager will deliver such Termination Notice to Cambridge Technology within
     two business days after receiving it from Client.

          (d) Perot Systems may terminate this Agreement with respect to the PSC
     Services if Client (i) breaches any of its material duties or material
     obligations to Perot Systems under this Agreement, (ii) repeatedly breaches
     a particular duty or obligation to Perot Systems within the immediately
     preceding 12-month period which breaches collectively constitute a material
     breach of this Agreement, or (iii) contemporaneously breaches a number of
     its duties or obligations to Perot Systems under this Agreement which
     collectively, based on the number, nature and relationship of such breaches
     constitute a material breach of this Agreement, by delivering to Client a
     notice of termination for cause (a "Termination Notice") setting forth the
     date of termination, which date will not be less than 30 days after the
     date of the Termination Notice, and a description in reasonable detail of
     the breach for which Perot Systems is terminating this Agreement.

          (e) Cambridge Technology may terminate this Agreement with respect to
     the Cambridge Services if Client (i) breaches any of its material duties or
     material obligations to Cambridge Technology under this Agreement, (ii)
     repeatedly breaches a particular duty or obligation to Cambridge Technology
     within the immediately preceding 12-month period which breaches
     collectively constitute a material breach of this Agreement, or (iii)
     contemporaneously breaches a number of its duties or obligations to
     Cambridge Technology under this Agreement which collectively, based on the
     number, nature and relationship of such breaches constitute a material
     breach of this Agreement, by delivering to Perot Systems a notice of
     termination for cause (a "Termination Notice") setting forth the date of
     termination, which date will not be less than 30 days after the date of the
     Termination Notice, and a description in reasonable detail of the breach
     for which Cambridge Technology is terminating this Agreement. Perot Systems
     will deliver such Termination Notice to Client within two business days
     after receiving it from Cambridge Technology.

          (f) This Agreement will terminate (solely with respect to the
     applicable major category of PSC Services or the applicable Perot Systems
     Task Order in the case of a termination pursuant to Section 9.3(a) or (b),
     or the applicable Cambridge Technology 

                                      40
<PAGE>

     
     Task Order in the case of a termination pursuant to Section 9.3(c), the PSC
     Services in the case of a termination pursuant to Section 9.3(d) or the
     Cambridge Services in the case of a termination pursuant to Section 9.3
     (e)) on the date (the "Termination Date") set forth in the Termination
     Notice unless, the breaching party substantially cures its breach within
     (i) 10 days from the date of the Termination Notice in the case of a
     party's failure to pay any amount due hereunder, or (ii) the greater of (A)
     30 days from the date of the Termination Notice (or such later date set
     forth in the Termination Notice) in the case of any other breach that can
     reasonably be cured within 30 days, or (B) a reasonable period (but not to
     exceed 90 days in any event) in the case of any other breach that the
     breaching party demonstrates, to the reasonable satisfaction of the
     terminating party, cannot reasonably be cured within 30 days. Upon
     receiving the Termination Notice, the breaching party will diligently
     proceed to cure the breach specified in the Termination Notice.

     9.4  Termination for Convenience.
          --------------------------- 

          (a) Termination of the PSC Services or Cambridge Program Services.
              ------------------------------------------------------------- 
 
              (i)   On or after the second anniversary of the Effective Date,
          Client may terminate this Agreement with respect to either the PSC
          Services, the Cambridge Program Services or both for convenience by
          delivering to Perot Systems during the 30 day period ending on January
          31 or July 31 (A) a notice of termination for convenience (a
          "Termination Notice") setting forth the date of termination (the
          "Termination Date"), which date will be at least 90 days after the
          applicable anniversary and (B) a certified check payable to Perot
          Systems for the Early Termination Fee which will be computed as set
          forth in Schedule 9.4.

              (ii)  If the Termination Notice and Early Termination Fee are
          properly delivered, this Agreement will terminate on the Termination
          Date, unless the Termination Notice is revoked not more than 45 days
          prior to such date.  If Client revokes the Termination Notice, Perot
          Systems will, within 10 business days, refund the Early Termination
          Fee paid by Client to Perot Systems, less any Make-Whole Costs
          incurred between the date the Termination Notice was received and the
          date the Termination Notice was revoked.

              (iii) At least 30 days prior to the Termination Date, Perot
          Systems will provide to Client an invoice for the estimated Make-Whole
          Costs (including any Cambridge Technology estimated Make-Whole Costs).
          On the Termination Date, Client will pay Perot Systems the estimated
          Make-Whole Costs and all other outstanding amounts payable to Perot
          Systems under this Agreement. Within 60 days after the Termination
          Date, Perot Systems will provide to Client a final invoice for the
          Make-Whole Costs (including any Cambridge Technology Make-Whole
          Costs), which invoice will reflect any corrections to the estimated
          Make-

                                      41
<PAGE>
 
          Whole Costs. Within 30 days after such invoice is provided to Client,
          Client will pay Perot Systems any additional amount due or Perot
          Systems or Cambridge Technology, as the case may be, will refund to
          Client any amount overpaid by Client. Such payments will not relieve
          Client of its obligation to pay any other amounts payable to Perot
          Systems under this Agreement.

               (iv) If an arbitration panel or court of competent authority
          determines that a purported termination for cause by Client under
          Section 9.3 was not properly a termination for cause, then such
          termination will be deemed to be a termination for convenience under
          this Section 9.4 and Client will pay to Perot Systems the Early
          Termination Fee, Make-Whole Costs  (including any Cambridge Technology
          Make-Whole Costs) and all other amounts payable to Perot Systems under
          this Agreement within 30 days after receiving an invoice therefor. If
          such termination occurs prior to two years after the Effective Date,
          Client will pay all Make-Whole Costs (including any Cambridge
          Technology Make-Whole Costs) determined in accordance with this
          Section 9.4 as though the termination occurred two or more years after
          the Effective Date under this Section and an Early Termination Fee in
          an amount determined as though the termination had occurred under
          Section 9.10.  Such payment will be Client's sole liability and Perot
          Systems' and Cambridge Technology's sole recovery with respect to the
          termination.

          (b)  Termination of a Task Order. Client may terminate an individual
               ---------------------------                                    
     Task Order for convenience by providing a 30 day written termination notice
     to the CPA Account Manager.  Upon receipt of such notice, Perot Systems or
     Cambridge Technology, as the case may be, will cease work in an orderly
     fashion with respect to such Task Order and turn over all work in process.
     Client will be responsible for payment of any amounts described in Schedule
     9.4, any amounts described in the applicable Task Order, and all authorized
     travel and living expenses incurred..

     9.5  Termination in Connection with a Critical Failure. Notwithstanding 
          ------------------------------------------------- 
anything in this Agreement to the contrary, if either or both of Perot Systems
or Cambridge Technology fails to perform its respective obligations under this
Agreement (other than primarily as a result of actions or failures to act by
Client) and, as a result, Client is unable to perform the business functions
that are reasonably necessary to rent vehicles to the public ("Critical Business
Functions") at its rental locations that regularly represent more than 50% of
its rental revenue as a result of the unavailability of the Services then being
performed by such parties (excluding any portion of such Services that are being
performed by RSI) for more than 60 consecutive hours, then Client may terminate
this Agreement with respect to either or both the PSC Services or the Cambridge
Services, as the case may be (provided that in no event will the PSC Services be
terminated solely in connection with a failure to perform by Cambridge
Technology and in no event will the Cambridge Services be terminated solely in
connection with a failure to perform by Perot Systems), by providing notice

                                      42
<PAGE>
 
to the CPA Account Manager, Perot Systems and Cambridge Technology. If Perot
Systems or Cambridge Technology, as the case may be, does not cure the failure
within two business days following its receipt of the notice (or, if the failure
cannot be cured within such two business day period, provide Client with a work-
around or other solution that permits Client to perform its Critical Business
Functions), then this Agreement will terminate with respect to either the PSC
Services or the Cambridge Services, as the case may be, as of the date specified
in the notice. If Client terminates this Agreement pursuant to this Section 9.5,
such termination will be Client's sole remedy, and neither Perot Systems nor
Cambridge Technology will have any liability for damages or otherwise to Client,
in connection with the unavailability of such Services by Perot Systems or
Cambridge Technology, as the case may be, unless the unavailability of such
Services is primarily the result of Perot Systems' or Cambridge Technology's, as
the case may be, acts or failures to act, in which case this limitation of
liability will not apply to the party at fault.

     9.6  Termination for Insolvency.
          -------------------------- 

          (a) Either Perot Systems or Cambridge Technology may terminate this
     Agreement if Client (i) files for bankruptcy; (ii) becomes or is declared
     insolvent or is the subject of any proceedings related to its liquidation,
     insolvency or the appointment of a receiver or similar officer for it;
     (iii) makes an assignment for the benefit of all or substantially all of
     its creditors; (iv) is unable to pay its debts generally as they come due;
     or (v) enters into an agreement for the composition, extension, or
     readjustment of substantially all of its obligations, by giving notice to
     Client of its intention to terminate this Agreement as of a date specified
     in the notice which date will not be less than 90 days after the date of
     the notice. This Agreement will terminate on the date set forth in the
     notice unless (i) the termination event specified in the notice is cured
     within such 90 day period, or (ii) Client is not past due with respect to
     any amount properly due under this Agreement to either Perot Systems or
     Cambridge Technology and otherwise continued to perform its obligations
     under this Agreement, including its obligations to make payments under
     Article 6.

          (b) Client may terminate this Agreement with respect to the Services
     to be provided by Perot Systems or Cambridge Technology, as the case may
     be, if such party (i) files for bankruptcy; (ii) becomes or is declared
     insolvent or is the subject of any proceedings related to its liquidation,
     insolvency or the appointment of a receiver or similar officer for it;
     (iii) makes an assignment for the benefit of all or substantially all of
     its creditors; (iv) is unable to pay its debts generally as they come due;
     or (v) enters into an agreement for the composition, extension, or
     readjustment of substantially all of its obligations, by giving notice to
     Perot Systems and Cambridge Technology of its intention to terminate this
     Agreement as of a date specified in the notice which date will not be less
     than 90 days after the date of the notice. This Agreement will terminate
     with respect to the Services to be provided by the applicable party on the
     date set forth in the notice.

                                      43
<PAGE>
 
     9.7  Termination Assistance.
          ---------------------- 

          (a) Upon expiration or termination of this Agreement for any reason,
     other than termination of this Agreement under Sections 9.6(a) or 9.9,
     Perot Systems will, at Client's request and subject to the provisions of
     this Section 9.7, provide Termination Assistance Services under this
     Agreement (the "Termination Assistance Period") for a period of up to six
     months.

          (b) Client will pay Perot Systems in advance for the services
     described in Section 9.7(c) on a time and materials basis at Perot Systems'
     then current commercial rates, discounted as set forth in Schedule 6.3, or
     another mutually acceptable basis.  Client will pay Perot Systems, on the
     first day of each month and as a condition to its obligation to provide
     such assistance, an amount equal to Perot Systems' reasonable estimate of
     the total amount payable to Perot Systems for such assistance for that
     month. Perot Systems will invoice Client on or about the fifth day of the
     following month for the actual costs incurred by Perot Systems in providing
     such assistance. Such invoice will reflect any adjustments necessary
     (including a credit or refund of any overpayment by Client) to reconcile
     the amounts paid by Client (as estimated by Perot Systems) and the charges
     actually incurred.

          (c) During the Termination Assistance Period, Perot Systems and
     Cambridge Technology will cooperate with Client and its designees and
     provide the assistance reasonably requested by Client or its designee to
     allow Client's business operations to continue without material
     interruption or adverse effect and to facilitate the orderly transfer of
     responsibility for the Services then being provided by Perot Systems and
     Cambridge Technology to Client or its designees, including the following:

              (i)   Continuing to perform any or all of the Services then being
          performed by Perot Systems and Cambridge Technology.

              (ii)  Developing, with the assistance of Client or its designees,
          a plan for the transition of the Services then being performed by
          Perot Systems and Cambridge Technology to Client or its designees.

              (iii) Providing training for personnel of Client or its
          designees in the performance of PSC Services and Cambridge Program
          Services then being performed.

              (iv)  Using reasonable commercial efforts to grant, subject to
          reasonable terms and conditions, or to assist Client or its designees
          to obtain, a sublicense or other right for Client or its designees to
          use any Software owned by or licensed to Perot Systems or Cambridge
          Technology that is (A) substantially dedicated to the performance of
          the PSC Services or Cambridge Program Services, or (B) 

                                      44
<PAGE>
 
          reasonably necessary to the performance of the PSC Services or
          Cambridge Program Services. In addition, Perot Systems and Cambridge
          Technology will use reasonable commercial efforts to provide Client or
          its designees with appropriate interface information for Software that
          is not commercially available.

               (v)   Making available to Client or its designees, pursuant to
          reasonable terms and conditions, any Equipment owned or leased by
          Perot Systems that is substantially dedicated to the performance of
          the PSC Services.  Client may in its discretion purchase any such
          equipment owned by Perot Systems at Perot Systems' then-current book
          value and, subject to the terms of the applicable lease, may assume
          Perot Systems' rights and obligations with respect to any such
          equipment leased by Perot Systems.

               (vi)  Perot Systems and Cambridge Technology will use reasonable
          commercial efforts to assist Client or its designees to obtain (on a
          non-exclusive basis) any third party services then being utilized by
          Perot Systems and Cambridge Technology in the performance of the PSC
          Services and Cambridge Program Services.

               (vii) To the extent any part of Client's data or communications
          network services are being provided on the Termination Date by Perot
          Systems using a proprietary network furnished by Perot Systems, Perot
          Systems will, at Client's request, continue to provide such network
          services to Client or its designees, subject to reasonable terms and
          conditions, for a period not to exceed 12 months after the Termination
          Date.

          (d)  Upon request by Client, Perot Systems and Cambridge Technology
     will provide Client a non-binding estimate of such party's Make-Whole Costs
     that would be payable under this Agreement if Client were to terminate this
     Agreement within a reasonable period after the date of Client's request.

     9.8  Survival of Certain Provisions. The provisions of this Agreement 
          ------------------------------ 
which by their nature should survive any termination of this Agreement,
including but not limited to Sections 16.1, 16.2, 16.4 and 16.10 and Articles 6,
7, 8, 9, 11, 12 and 14 will survive any expiration or other termination of this
Agreement.

     9.9  Termination Within 60 Days.
          -------------------------- 
 
          (a)  Client may terminate this Agreement with respect to the PSC
     Services and the Cambridge Program Services for its convenience by
     delivering to Perot Systems, on any date during the period ending 60 days
     after the Effective Date, a notice of termination for convenience (a
     "Termination Notice") setting forth the date of termination (the
     "Termination Date"), which date, unless otherwise agreed by Client and
     Perot Systems, 

                                      45
<PAGE>
 
     will be at least 60 days after the date the Termination Notice is delivered
     to Perot Systems.
 
          (b) If Client properly delivers a Termination Notice to Perot Systems
     within the 60-day period after the Effective Date, (i) Perot Systems,
     Cambridge Technology and Client will develop a reasonable schedule for
     reducing the number of PSC and Cambridge Technology Personnel assigned to
     Client's account during the period from the date of the Termination Notice
     to the Termination Date, and (ii) this Agreement will terminate on the
     Termination Date.

          (c) At least 30 days prior to the Termination Date, Perot Systems will
     provide to Client an invoice for the estimated Make-Whole Costs (which
     shall include any Cambridge Make-Whole Costs).  On the Termination Date,
     Client will pay Perot Systems the estimated Make-Whole Costs and all other
     outstanding amounts payable to Perot Systems under this Agreement. Within
     60 days after the Termination Date, Perot Systems will provide to Client a
     final invoice for the Make-Whole Costs, which invoice will reflect any
     corrections to the estimated Make-Whole Costs.  Within 30 days after such
     invoice is provided to Client, Client will pay Perot Systems any additional
     amount due or Perot Systems will refund to Client any amount overpaid by
     Client.  Such payments will not relieve Client of its obligation to pay any
     other amounts payable to Perot Systems or Cambridge Technology under this
     Agreement.
 
          (d) Notwithstanding the provisions of Section 6.1 and anything else to
     the contrary in this Agreement, Client will pay Perot Systems for the PSC
     Services from the Effective Date through the date Perot Systems ceases
     providing PSC Services under this Agreement at Perot Systems' commercial
     billing rates for services rendered on a time and materials basis at the
     undiscounted weekly rates set forth in Schedule 6.3, at the times set forth
     in Schedule 6.1.  If Client does not deliver a Termination Notice to Perot
     Systems or otherwise terminate this Agreement within the 60-day period
     after the Effective Date, (i) the amounts payable by Client for the PSC
     Services on or after the Effective Date will be those established in
     Section 6 and other applicable provisions of this Agreement, and (ii) Perot
     Systems will provide a credit against fees payable by Client under this
     Agreement in an amount equal to the excess of (A) the amount Client paid
     for the PSC Services from the Effective Date through the end of such 60-day
     period, over (B) the amount Client would have been charged for the PSC
     Services from the Effective Date through the end of such 60-day period if
     the PSC Personnel assigned to Client's account had been providing such PSC
     Services at the rates provided in Section 6 and other applicable provisions
     of this Agreement, which credit will be applied in three equal installments
     against the first three invoices for PSC Services delivered to Client after
     the end of such 60-day period.
 
          (e) If the Client's termination of this Agreement under this Section
     9.9, includes termination of Task Orders for Application Development
     Services, such Task Orders will terminate in accordance with Section
     9.4(b).
 
                                      46
<PAGE>
 
          (f) If Client terminates this Agreement under this Section 9.9, (i)
     the provisions of Sections 2.6(d) and (e) will not apply to any PSC or
     Cambridge Technology Personnel, (ii) Perot Systems' limit of liability to
     Client in connection with this Agreement, whether based on contract,
     equity, negligence, tort, intentional conduct or otherwise, for any and all
     events, acts or omissions relating in any way to this Agreement, other than
     any liability under Section 11.1 of this Agreement, will not exceed, in the
     aggregate, $1,000,000 and (iii) Cambridge Technology's limit of liability
     to Client in connection with this Agreement, whether based on contract,
     equity, negligence, tort, intentional conduct or otherwise, for any and all
     events, acts or omissions relating in any way to this Agreement, other than
     any liability under Section 11.2 of this Agreement, will not exceed, in the
     aggregate, one month's fees for the Cambridge Program Services.

     9.10 Termination in Connection With a Change in Control.
          -------------------------------------------------- 
 
          (a) During the period commencing 61 days after the Effective Date and
     ending two years after the Effective Date, Client may terminate this
     Agreement with respect to the PSC Services and the Cambridge Program
     Services within 30 days after a Change of Control Event by delivering to
     Perot Systems during such 30-day period (i) a notice of termination for
     change of control (a "Termination Notice") setting forth the date of
     termination (the "Termination Date"), which date, unless otherwise agreed
     by Client and Perot Systems, will be at least 60 days after the date the
     Termination Notice is delivered to Perot Systems, and (ii) a certified
     check payable to Perot Systems for an Early Termination Fee in an amount
     equal to the excess of (A) the amount that Client would have been charged
     for the PSC Services from the Effective Date through the earlier of (1) the
     date such Termination Notice is delivered or (2) the date 12 months after
     the Effective Date if the PSC Personnel assigned to Client's account had
     been providing such PSC Services at Perot Systems' commercial billing rates
     for services rendered on a time and materials basis at the undiscounted
     monthly rates set forth in Schedule 6.3, over (B) the price actually paid
     to Perot Systems on or before such date for such PSC Services. Upon request
     by Client, Perot Systems will promptly provide Client with its computation
     of the amount of the Early Termination Fee (including any Cambridge
     Technology costs).
 
          (b) If such Termination Notice and the Early Termination Fee are
     properly delivered to Perot Systems within the 30-day period after the
     Change of Control Event, this Agreement will terminate on the Termination
     Date.
 
          (c) At least 30 days prior to the Termination Date, Perot Systems will
     provide to Client an invoice for the estimated Make-Whole Costs.  On the
     Termination Date, Client will pay Perot Systems the estimated Make-Whole
     Costs (including any Cambridge Technology Make-Whole Costs) and all other
     outstanding amounts payable to Perot Systems under this Agreement. Within
     60 days after the Termination Date, Perot 

                                      47
<PAGE>
 
     Systems will provide to Client a final invoice for the Make-Whole Costs,
     which invoice will reflect any corrections to the estimated Make-Whole
     Costs. Within 30 days after such invoice is provided to Client, Client will
     pay Perot Systems any additional amount due or Perot Systems will refund to
     Client any amount overpaid by Client. Such payments will not relieve Client
     of its obligation to pay any other amounts payable to Perot Systems or
     Cambridge Technology under this Agreement.

          (d) If the Client's termination of this Agreement under this Section
     9.10, includes termination of Task Orders for Application Development
     Services, such Task Orders will terminate in accordance with Section
     9.4(b).
 
          (e) If Client terminates this Agreement under this Section 9.10, (i)
     the provisions of Sections 2.6(d) and (e) will not apply to any PSC or
     Cambridge Personnel, (ii) Perot Systems' limit of liability to Client in
     connection with this Agreement, whether based on contract, equity,
     negligence, tort, intentional conduct or otherwise, for any and all events,
     acts or omissions relating in any way to this Agreement, other than any
     liability under Section 11.1 or 11.4 of this Agreement, will not exceed, in
     the aggregate, $2,000,000 (except in connection with Perot Systems' failure
     to provide the services described in Section 9.7) and (iii) Cambridge
     Technology's limit of liability to Client in connection with this
     Agreement, whether based on contract, equity, negligence, tort, intentional
     conduct or otherwise, for any and all events, acts or omissions relating in
     any way to the Cambridge Program Services provided under this Agreement,
     other than any liability under Section 11.2 or 11.4 of this Agreement, will
     not exceed, in the aggregate, two month's fees for the Cambridge Program
     Services.


                                  ARTICLE 10
                       WARRANTIES AND CERTAIN COVENANTS 

     10.1 By Perot Systems.  Perot Systems warrants that (i) the PSC Services 
          ----------------   
will be performed in a diligent and workmanlike manner, in accordance with good
industry practices, by individuals of suitable training and skill, (ii) in
providing the PSC Services, Perot Systems and PSC Personnel will comply with all
federal, state, and local laws and regulations that apply to, and obtain all
permits and licenses that pertain to, the provision of the PSC Services
generally, and (iii) in providing the PSC Services, Perot Systems and PSC
Personnel will, at no additional charge to Client, comply with all federal,
state, and local laws and regulations specific to Client's business of which
Client gives Perot Systems notice and interpretive direction.

     10.2 By Cambridge Technology.  Cambridge Technology warrants that (i) the
          -----------------------   
Cambridge Services will be performed in a diligent and workmanlike manner, in
accordance with good industry practices, by individuals of suitable

                                      48
<PAGE>
 
training and skill, (ii) in providing the Cambridge Services, Cambridge
Technology and Cambridge Personnel will comply with all federal, state, and
local laws and regulations that apply to, and obtain all permits and licenses
that pertain to, the provision of the Cambridge Services generally, and (iii) in
providing the Cambridge Services, Cambridge Technology and Cambridge Personnel
will, at no additional charge to Client, comply with all federal, state, and
local laws and regulations specific to Client's business of which Client gives
Cambridge Technology notice and interpretive direction.

     10.3 By Each Party.  Each party warrants that:
          -------------   

          (a) it is a corporation duly incorporated, validly existing, and in
     good standing under the laws of its state of incorporation,

          (b) it has all requisite power and authority to execute, deliver, and
     perform its obligations under this Agreement,

          (c) the execution, delivery, and performance of this Agreement has
     been duly authorized by such party, and

          (d) no approval, authorization, or consent of any governmental or
     regulatory authority is required to be obtained or made by it in order for
     it to enter into and perform its obligations under this Agreement.

     10.4 Third Party Warranties.  Upon the earlier of a request by Client or 
          ----------------------   
the termination of this Agreement, Perot Systems will assign to Client all the
warranty and indemnification rights obtained by Perot Systems from any
manufacturer, supplier or licensor of Third Party Software or Equipment as a
result of performing Procurement Services, except to the extent such rights may
not be assigned. As part of Operations Services, Perot Systems will use
reasonable commercial efforts to enforce, on Client's behalf, any warranty or
indemnification rights with respect to Third Party Software, Managed Equipment
(whether or not assigned or assignable to Client) or Equipment purchased
pursuant to Section 4.2(vii), provided that Perot Systems will have no
obligation to initiate or conduct litigation, arbitration or similar proceedings
to enforce such warranty or indemnification rights. Perot Systems will maintain
appropriate records of each warranty given by suppliers in connection with such
Equipment or Software and deliver to Client any documentation evidencing such
warranty issued by such suppliers. At Client's request, Perot Systems will
provide to Client a copy of each purchase, license, maintenance, support or
similar agreement relating to such Third Party Software, Managed Equipment or
purchased Equipment.

     10.5 Warranty Disclaimers. EXCEPT AS SET FORTH IN THIS AGREEMENT, A 
          --------------------
SCHEDULE, OR A TASK ORDER, NO PARTY MAKES ANY OTHER EXPRESS OR IMPLIED
WARRANTIES TO ANY OTHER PARTY, INCLUDING,

                                      49
<PAGE>
 
BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE IN CONNECTION WITH THIS AGREEMENT.

     10.6 Certain Covenants.
          ----------------- 

          (a)  Viruses.
               ------- 

               (i)   Each Party will use reasonable commercial efforts to
          prevent any software viruses or other surreptitious software codes
          (collectively, "Virus") from being introduced into the Systems. Perot
          Systems will evaluate, recommend and maintain up-to-date, subject to
          Client's approval, virus detection and removal products to be used in
          connection with the Systems, on a mutually satisfactory periodic
          basis.

               (ii)  If a Virus is introduced into a System, each party will use
          reasonable commercial efforts to identify and neutralize such Virus
          and to mitigate any adverse effect of such Virus, and Perot Systems
          will repair or restore, as soon as, and to the extent, reasonably
          practicable any data, information or Systems damaged by such Virus.
          The priority and intensity of the efforts undertaken by the parties to
          identify and neutralize the Virus, and to repair or restore any
          affected data, information or systems, will be determined by Client
          based on its evaluation of the situation, based on such factors as it
          deems appropriate, including but not limited to, the number of sites
          affected, the severity of the damage being caused, and the relative
          importance of the Systems affected.

          (b)  Neither Perot Systems nor Cambridge Technology will, without the
     prior consent of Client, intentionally introduce into any System or
     intentionally invoke any code which is intended to disable or wrongfully
     impair or shut down such System.

          (c)  Cambridge Technology will cause the Cambridge Applications
     (including Third Party Intellectual Property that is provided by Cambridge
     Technology and incorporated into a Cambridge Application) and Perot Systems
     will cause any Perot Applications (including Third Party Intellectual
     Property that is provided by Perot Systems and incorporated into a Perot
     Application) and Perot Modifications, to:

               (i)   record, store, process, and present calendar dates falling
          on or after January 1, 2000, but before December 31, 2099, in the same
          manner, and with the same functionality and accuracy, as performed on
          or before December 31, 1999;

               (ii)  require a century indicator on all dates produced therein
          as output or results from the operation of such software where the
          absence of such an indicator will cause a subsequent failure of the
          software or hardware that subsequently processes such output or
          results;

                                      50
<PAGE>
 
               (iii) not cause an abnormal ending or generate an incorrect
          result when performing date calculations involving either a single
          century or multiple centuries;

               (iv)  sort all files in an accurate sequence when sorted by date
          and read and write in an accurate sequence when the date is used as
          the key for such reading or writing; and

               (v)   be capable of determining leap years prior to December 31,
          2099.

     Notwithstanding the foregoing, (A) Perot Systems will have no obligation to
     modify any Application (other than a Cambridge Application that has been
     accepted by Client (provided that Perot Systems has approved and
     participated in the acceptance testing process), a Perot Application, or a
     Perot Modification (solely with respect to such modification)) or any
     portion thereof to satisfy the foregoing requirements, except to the extent
     set forth in a Task Order; and (B) Cambridge Technology will have no
     obligation to modify any Application (other than a Cambridge Application)
     or any portion thereof to satisfy the foregoing requirements, except to the
     extent set forth in a Task Order.

          (d)  Perot Systems will request that each manufacturer or licensor of
     Third Party Software and Managed Equipment acknowledge, whether by means of
     a response to a specific request or, with respect to mass market software
     or hardware, through such manufacturer's or licensor's normal customer
     communications methods (e.g., a manufacturer's web site) that such software
     or hardware will:

               (i)   record, store, process, and present calendar dates falling
          on or after January 1, 2000, but before December 31, 2099, in the same
          manner, and with the same functionality and accuracy, as performed on
          or before December 31, 1999;

               (ii)  require a century indicator on all dates produced therein
          as output or results from the operation of such software;

               (iii) not cause an abnormal ending or generate an incorrect
          result when performing date calculations involving either a single
          century or multiple centuries;

               (iv)  sort all files in an accurate sequence when sorted by date
          and read and write in an accurate sequence when the date is used as
          the key for such reading or writing; and

               (v)   be capable of determining leap years prior to December 31,
          2099.

                                      51
<PAGE>
 
     Neither Perot Systems nor Cambridge Technology will have any liability to
     Client for (A) the failure of any Third Party Software or Equipment to
     comply with the requirements described in clauses (i) through (v) above, or
     (B) either of such party's inability to perform its obligations under this
     Agreement as a result of the failure of any Third Party Software or
     Equipment to comply with the requirements described in clauses (i) through
     (v) above.


                                  ARTICLE 11
                                 INDEMNITIES 

     11.1 By Perot Systems.
          ---------------- 

          (a)  Perot Systems will indemnify, defend and hold harmless Client and
     its officers, directors, employees, agents, successors and assigns (each,
     an "indemnitee"), from any and all Losses and threatened Losses arising
     from or in connection with any of the following:

               (i)   Perot Systems' breach of its obligations to Client under
          Article 8 of this Agreement;

               (ii)  the death or bodily injury of any agent, employee,
          customer, business invitee, or business visitor or other person caused
          by the negligence or willful misconduct of Perot Systems or PSC
          Personnel;

               (iii) the damage, loss or destruction of any real or tangible
          personal property caused by the negligence or willful misconduct of
          Perot Systems or PSC Personnel; and

               (iv)  any claim, demand, charge, action, cause of action, or
          other proceeding asserted against the indemnitee arising from an act
          or omission of Perot Systems or its Subsidiaries or subcontractors in
          their respective capacity as an employer of any person.

          (b)  Perot Systems will indemnify, defend and hold harmless Cambridge
     Technology and its officers, directors, employees, agents, successors and
     assigns (each, an "indemnitee"), from any and all Losses and threatened
     Losses arising from or in connection with any of the following:

               (i)   Perot Systems' breach of its obligations to Cambridge
          Technology under Article 8 of this Agreement;

                                      52
<PAGE>
 
               (ii)  the death or bodily injury of any agent, employee,
          customer, business invitee, or business visitor or other person caused
          by the gross negligence or willful misconduct of Perot Systems; or

               (iii) the damage, loss or destruction of any real or tangible
          personal property caused by the gross negligence or willful misconduct
          of Perot Systems.

     11.2 By Cambridge Technology.
          ----------------------- 

          (a)  Cambridge Technology will indemnify, defend and hold harmless
     Client and its officers, directors, employees, agents, successors and
     assigns (each, an "indemnitee"), from any and all Losses and threatened
     Losses arising from or in connection with any of the following:

               (i)   Cambridge Technology's breach of its obligations to Client
          under Article 8 of this Agreement;

               (ii)  the death or bodily injury of any agent, employee,
          customer, business invitee, or business visitor or other person caused
          by the negligence or willful misconduct of Cambridge Technology or
          Cambridge Personnel;

               (iii) the damage, loss or destruction of any real or tangible
          personal property caused by the negligence or willful misconduct of
          Cambridge Technology or Cambridge Personnel; and

               (iv)  any claim, demand, charge, action, cause of action, or
          other proceeding asserted against the indemnitee arising from an act
          or omission of Cambridge Technology or its Subsidiaries or
          subcontractors in their respective capacity as an employer of any
          person.

          (b)  Cambridge Technology will indemnify, defend and hold harmless
     Perot Systems and its officers, directors, employees, agents, successors
     and assigns (each, an "indemnitee"), from any and all Losses and threatened
     Losses arising from or in connection with any of the following:

               (i)   Cambridge Technology's breach of its obligations to Perot
          Systems under Article 8 of this Agreement;

               (ii)  the death or bodily injury of any agent, employee,
          customer, business invitee, or business visitor or other person caused
          by the gross negligence or willful misconduct of Cambridge Technology;
          and

                                      53
<PAGE>
 
               (iii) the damage, loss or destruction of any real or tangible
          personal property caused by the gross negligence or willful misconduct
          of Cambridge Technology.

     11.3 By Client.
          --------- 

          (a)  Client will indemnify, defend and hold harmless Perot Systems and
     its officers, directors, employees, agents, successors and assigns (each,
     an "indemnitee"), from any and all Losses and threatened Losses arising
     from or in connection with any of the following:

               (i)   Client's breach of its obligations to Perot Systems under
          Article 8 of this Agreement;

               (ii)  the death or bodily injury of any agent, employee,
          customer, business invitee, or business visitor or other person caused
          by the negligence or willful misconduct of Client or Client Personnel;

               (iii) the damage, loss or destruction of any real or tangible
          personal property caused by the negligence or willful misconduct of
          Client or Client Personnel; and

               (iv)  any claim, demand, charge, action, cause of action, or
          other proceeding asserted against the indemnitee but resulting from an
          act or omission of Client or its Subsidiaries in their respective
          capacity as an employer of any person.

          (b)  Client will indemnify, defend and hold harmless Cambridge
     Technology and its officers, directors, employees, agents, successors and
     assigns (each, an "indemnitee"), from any and all Losses and threatened
     Losses arising from or in connection with any of the following:

               (i)   Client's breach of its obligations to Cambridge Technology
          under Article 8 of this Agreement;

               (ii)  the death or bodily injury of any agent, employee,
          customer, business invitee, or business visitor or other person caused
          by the negligence or willful misconduct of Client;

               (iii) the damage, loss or destruction of any real or tangible
          personal property caused by the negligence or willful misconduct of
          Client; and

                                      54
<PAGE>
 
               (iv)  any claim, demand, charge, action, cause of action, or
          other proceeding asserted against the indemnitee but resulting from an
          act or omission of Client or its Subsidiaries or subcontractors in
          their respective capacity as an employer of any person.

     11.4 Intellectual Property.
          --------------------- 

          (a)  By Perot Systems. Perot Systems will, at its expense, indemnify
               ----------------                                               
     and defend Client, Cambridge Technology, their Affiliates, and their
     respective officers, directors, employees, agents, successors and assigns
     from any third-party claims (i.e., claims made by a party other than
     Cambridge Technology, Client or any of their respective Affiliates) made
     against Cambridge Technology, Client, or any of their Affiliates alleging
     that (i) PSC Work Product infringes a third person's copyright, or trade
     secret enforceable in the United States, (ii) the method chosen and used by
     Perot Systems to implement the applicable Requirements for the applicable
     PSC Work Product infringes a third person's patent issued by the United
     States prior to the date the applicable PSC Work Product was delivered to
     Client, or (iii) Client's use, in accordance with the terms of this
     Agreement, of Third-Party Intellectual Property owned by or licensed (by a
     licensor other than by Perot Systems) to Client infringes a third person's
     copyright, trade secret or patent enforceable in the United States to the
     extent that such infringement is solely the result of Perot Systems'
     failure to obtain a Required Consent. Perot Systems will pay any judgments
     finally awarded by a court of competent jurisdiction, any settlements of
     such third party claims approved by Perot Systems, and reasonable
     attorneys' fees incurred prior to giving the Notice of Election arising
     from such third party claims.

          (b)  By Cambridge Technology. Cambridge Technology will, at its
               -----------------------                                   
     expense, indemnify and defend Client, Perot Systems, their Affiliates, and
     their respective officers, directors, employees, agents, successors and
     assigns from any third-party claims (i.e., claims made by a party other
     than Perot Systems, Client or any of their respective Affiliates) made
     against Perot Systems, Client, or any of their Affiliates alleging that (i)
     Cambridge Work Product infringes a third person's copyright, or trade
     secret enforceable in the United States, (ii) the method chosen and used by
     Cambridge Technology to implement the applicable Requirements for the
     applicable Cambridge Work Product infringes a third person's patent issued
     by the United States prior to the date the applicable Cambridge Work
     Product was delivered to Client, or (iii) Client's use, in accordance with
     the terms of this Agreement, of Third-Party Intellectual Property owned by
     or licensed (by a licensor other than by Cambridge Technology) to Client
     infringes a third person's copyright, trade secret or patent enforceable in
     the United States to the extent that such infringement is solely the result
     of Cambridge Technology's failure to obtain a Required Consent. Cambridge
     Technology will pay any judgments finally awarded by a court of competent
     jurisdiction, any settlements of such third party claims 

                                      55
<PAGE>
 
     approved by Cambridge Technology and reasonable attorneys' fees incurred
     prior to giving the Notice of Election arising from such third party
     claims.

          (c)  By Client.
               --------- 

               (i)   Client will, at its expense, defend Perot Systems, its
          Subsidiaries and their officers, directors, employees, agents,
          successors and assigns, from any claim by a third-party (i.e., a party
          other than Perot Systems, Cambridge Technology, Client or any of their
          respective Affiliates) brought against Perot Systems or its
          Subsidiaries alleging that (i) the functionality set forth in the
          Requirements for the applicable PSC Work Product infringes a third
          person's patent issued by the United States prior to the date the
          applicable PSC Work Product was delivered to Client regardless of the
          method of implementation selected, or (ii) Perot Systems' use, in
          accordance with the terms of this Agreement, of Third-Party
          Intellectual Property owned by or licensed (by a licensor other than
          by Perot Systems or its Subsidiaries) to Client infringes a third
          person's copyright, trade secret or patent issued in the United States
          to the extent that such infringement is solely the result of Client's
          failure to obtain a Required Consent.  Client will pay any judgments
          finally awarded by a court of competent jurisdiction, any settlements
          of such third party claims approved by Client, and reasonable
          attorneys fees incurred prior to giving the Notice of Election arising
          from such third party claims.

               (ii)  Client will, at its expense, defend Cambridge Technology,
          its Subsidiaries and their officers, directors, employees, agents,
          successors and assigns, from any claim by a third-party (i.e., a party
          other than Perot Systems, Cambridge Technology, Client or any of their
          respective Affiliates) brought against Cambridge Technology or its
          Subsidiaries alleging that (i) the functionality set forth in the
          Requirements for the applicable Cambridge Work Product infringes a
          third person's patent issued by the United States prior to the date
          the applicable Cambridge Work Product was delivered to Client
          regardless of the method of implementation selected, or (ii) Cambridge
          Technology's use, in accordance with the terms of this Agreement, of
          Third-Party Intellectual Property owned by or licensed (by a licensor
          other than by Cambridge Technology or its Subsidiaries) to Client
          infringes a third person's copyright, trade secret or patent issued in
          the United States to the extent that such infringement is solely the
          result of Client's failure to perform its obligations under this
          Agreement.  Client will pay any judgments finally awarded by a court
          of competent jurisdiction, any settlements of such third party claims
          approved by Client, and reasonable attorneys fees incurred prior to
          giving the Notice of Election arising from such third party claims.

                                      56
<PAGE>
 
          (d)  By Third Parties.  Except as otherwise provided in this Section 
               ----------------                                  
     11.4, no party will seek indemnification from any other party from and
     against any Losses arising out of or resulting from any third-party claims
     brought against such party's use of Third-Party Intellectual Property and
     alleging that such use infringes such third party's trademark, copyright,
     trade secret or patent. Instead, the affected party will seek
     indemnification from the owner or licensor of such Third-Party Intellectual
     Property.

          (e)  Mitigation.  Upon receiving notice of an infringement claim, the
               ----------                                                      
     indemnitor may, in its sole discretion, (i) modify the allegedly infringing
     item to be non-infringing without materially impairing its functionality,
     (ii) replace the allegedly infringing item with a non-infringing item of
     substantially equivalent functionality, or (iii) if, in the indemnitor's
     reasonable discretion, modification or replacement is not commercially
     practicable, obtain for the indemnitee the right to continue to use the
     item in accordance with the terms of the Agreement.  If the indemnitor
     elects to modify the allegedly infringing item, (A) the indemnitee will,
     without charge, give the indemnitor all reasonable assistance and
     information necessary to allow the indemnitor to make such modifications as
     promptly as practicable at the indemnitor's expense, and (B) all relevant
     test and acceptance criteria and schedules will be revised as appropriate
     to reflect such modifications.

          (f)  Exclusions.  Notwithstanding any other provisions of this Section
               ----------                                                       
     11.4, the indemnitor will have no liability to the indemnitee for any claim
     of infringement based on the use or licensing of any portion of a System
     that was:

               (i)   modified by the indemnitee without the indemnitor's
          involvement or approval if the claim reasonably relates only to such
          modification by the indemnitee;

               (ii)  not provided or recommended by the indemnitor to the
          indemnitee; or

               (iii) due to a combination of non-infringing portions of a
          System provided by the indemnitor and infringing portions provided by
          the indemnitee or some third party, and such infringement is the
          result of such combination.

     11.5 Indemnification Procedures.  The following procedures will apply to 
          --------------------------   
all claims for indemnification under this Article:

          (a)  Promptly after receipt by any entity entitled to indemnification
     under this Article of notice of the commencement or threatened commencement
     of any civil, criminal, administrative, or investigative action or
     proceeding involving a claim in respect of which the indemnified party will
     seek indemnification, the indemnified party will notify the indemnifying
     party of such claim in writing.  No failure to so notify the 

                                      57
<PAGE>
 
     indemnifying party will relieve it of its obligations under this Agreement
     except to the extent that it can demonstrate damages attributable to such
     failure. Within 15 days following receipt of notice from the indemnified
     party relating to any claim, but no later than 10 days before the date on
     which any response to a complaint, summons, or other legal process is due,
     the indemnifying party will notify the indemnified party in writing if the
     indemnifying party elects to assume control of the defense and settlement
     of that claim (a "Notice of Election").

          (b)  If the indemnifying party delivers a Notice of Election relating
     to any claim within the required notice period, the indemnifying party will
     be entitled to have sole control over the defense and settlement of such
     claim; provided, however, that (A) the indemnified party will be entitled
     to participate in the defense of such claim and to employ counsel at its
     own expense to assist in the handling of such claim, and (B) the
     indemnifying party will obtain the prior approval, which approval will not
     be unreasonably delayed or withheld, of the indemnified party in respect of
     any non-cash aspects of a proposed settlement of such claim from the
     indemnified party before entering into any settlement of such claim or
     ceasing to defend against such claim.  After the indemnifying party has
     delivered a Notice of Election relating to any claim in accordance with
     Subsection 11.5(a), the indemnifying party will not be liable to the
     indemnified party for any legal expenses incurred by such indemnified party
     in connection with the defense of that claim.  In addition, the
     indemnifying party will not be required to indemnify the indemnified party
     for any amount paid or payable by such indemnified party in the settlement
     of any claim for which the indemnifying party has delivered a timely Notice
     of Election if such amount was agreed to without the consent of the
     indemnifying party.

          (c)  If the indemnifying party does not deliver a Notice of Election
     relating to any claim within the required notice period, the indemnified
     party will have the right to defend the claim in such manner as it may deem
     appropriate, at the cost and expense of the indemnifying party.  The
     indemnifying party will promptly reimburse the indemnified party for all
     such costs and expenses, demand for which may be made periodically.

     11.6 Subrogation. In the event that an indemnifying party will be obligated
          -----------  
to indemnify an indemnified party pursuant to this Article 11, the indemnifying
party will, upon payment of such indemnity in full, be subrogated to all rights
of the indemnified party with respect to the claims to which such
indemnification relates.

                                      58
<PAGE>
 
                                  ARTICLE 12
                    LIMITATIONS ON LIABILITY AND DAMAGES   

     12.1 Limitation on Direct Damages.
          ---------------------------- 

          (a) Except as provided in Article 11, Perot Systems will be liable to
     Client only for any direct damages, including costs of cover reasonably
     incurred by Client and performance credits issued pursuant to Section 6.4,
     arising out of Perot Systems' breach of contract, breach of warranty, or
     negligence or willful misconduct in the performance of its obligations
     under this Agreement; provided, however, that the liability of Perot
     Systems, whether based on contract, equity, negligence, tort, intentional
     conduct or otherwise, for any and all events, acts or omissions relating in
     any way to this Agreement (including without limitation breach of warranty
     or breach of any obligation to indemnify Client other than as provided in
     Article 11) will not exceed, in the aggregate, the greater of (i)
     $5,000,000 or (ii) the fees (excluding any Pass-Through Expenses or
     Reimbursable Expenses) paid by Client to Perot Systems during the six month
     period prior to the date on which the applicable claim arises, reduced, in
     either case, by the excess (i.e., in no event will this clause be
     interpreted to increase Perot Systems' limit of liability as described in
     the preceding clauses) of any performance credits issued pursuant to
     Section 6.4 (after excluding any performance credits that have been earned
     back by Perot Systems) over the amount of any performance bonuses paid to
     Perot Systems pursuant to Section 6.4.

          (b) Except as provided in Article 11, Cambridge Technology will be
     liable to Client only for any direct damages, including costs of cover
     reasonably incurred by Client, arising out of Cambridge Technology's breach
     of contract, breach of warranty, or negligence or willful misconduct in the
     performance of its obligations under this Agreement; provided, however,
     that the liability of Cambridge Technology, whether based on contract,
     equity, negligence, tort, intentional conduct or otherwise, for any and all
     events, acts or omissions relating in any way to this Agreement (including
     without limitation breach of warranty or breach of any obligation to
     indemnify Client other than as provided in Article 11) will not exceed, in
     the aggregate, (i) with respect to the Cambridge Program Services, the fees
     (excluding any Pass-Through Expenses or Reimbursable Expenses) paid by
     Client to Cambridge Technology (or to the CPA Account Manager for the
     benefit of Cambridge Technology) during the six month period prior to the
     date on which the applicable claim arises, and (ii) with respect to each
     Cambridge Application, the fixed price established for such Cambridge
     Application in the applicable Task Orders.

          (c) Except as provided in Article 11, Client will be liable to Perot
     Systems and Cambridge Technology only for any direct damages, including
     costs of cover reasonably incurred by Perot Systems or Cambridge
     Technology, as the case may be, 

                                      59
<PAGE>
 
     arising out of Client's breach of contract, breach of warranty, or
     negligence or willful misconduct in the performance of its obligations
     under this Agreement; provided, however, that the aggregate liability of
     Client to Perot Systems and Cambridge Technology, whether based on
     contract, equity, negligence, tort, intentional conduct or otherwise, for
     any and all events, acts or omissions relating in any way to this Agreement
     (including without limitation breach of warranty or breach of any
     obligation to indemnify Perot Systems or Cambridge other than as provided
     in Article 11) will not exceed, in the aggregate, (i) $5,000,000 with
     respect to Perot Systems, and (ii)(A) with respect to the Cambridge Program
     Services, the fees (excluding any Pass-Through Expenses or Reimbursable
     Expenses) paid by Client to Cambridge Technology (or to the CPA Account
     Manager for the benefit of Cambridge Technology) during the six month
     period prior to the date on which the applicable claim arises, and (B) with
     respect to each Cambridge Application, the fixed price established for such
     Cambridge Application in the applicable Task Orders.

          (d) Perot Systems will have no liability to Client for any direct,
     indirect or other damages arising from the performance of the Cambridge
     Services or any other obligations of Cambridge Technology relating to this
     Agreement, except to the extent such liability arises from Perot Systems'
     breach of contract, breach of warranty, or negligence or willful misconduct
     in the performance of its obligations with respect to Cambridge Technology
     and the Cambridge Services under this Agreement.

          (e) Cambridge Technology will have no liability to Client for any
     direct, indirect or other damages arising from the performance of the PSC
     Services or any other obligations of Perot Systems relating to this
     Agreement.

          (f) Except as provided by Sections 6.9 and 11.4, neither Perot Systems
     nor Cambridge Technology will have any liability to the other for any
     direct, indirect or other damages arising from the performance of any
     obligations of the other party relating to this Agreement.

          (g) The limitation on Client's liability under clause (c) will not
     apply to Client's obligations to pay amounts properly due and owing to
     either Perot Systems or Cambridge Technology under this Agreement.

     12.2 Limitation on Consequential Damages. No party will be liable for, nor
          -----------------------------------    
nor will the measure of damages assessed against any other party include, any
indirect, incidental, special, consequential or punitive damages or amounts for
loss of income, data, profits or savings arising out of the liable party's
performance under this Agreement.

                                      60
<PAGE>
 
     12.3 Mitigation. Each party will have a duty, and will use reasonable 
          ----------  
commercial efforts, to mitigate damages for which any other party may
be responsible under this Agreement.

     12.4 Time to Bring Actions. Except for claims for indemnification made 
          ---------------------  
under Article 11, no claim may be asserted by any party against any other party
with respect to any event, act or omission which occurred more than two years
prior to the claim being asserted.

     12.5 Force Majeure. If any party is prevented, hindered or delayed in the
          ------------- 
performance or observance of any of its obligations hereunder by reason of any
circumstance beyond its reasonable control, including but not limited to fire,
flood, earthquake, elements of nature or acts of God, riots, civil disorders,
rebellions or revolutions in any country ("Force Majeure"), that party will be
excused from any further performance or observance of the obligation(s) so
affected for as long as such circumstances prevail and that party continues to
use all commercially reasonable efforts to recommence performance whenever and
to whatever extent possible without delay. Each party affected by a Force
Majeure event will advise each other party in reasonable detail of the event as
promptly as practicable (including the estimated duration of the event) and keep
each other party reasonably apprised of progress in resolving the event.

                                  ARTICLE 13
                         INSURANCE AND RISK OF LOSS  

     13.1 Insurance.  At all times while obligated to perform services under 
          ---------   
this Agreement, Perot Systems and Cambridge Technology will each maintain in
force, at their respective expense, insurance of the type and in the amounts set
forth below:

          (a) statutory workers' compensation insurance in accordance with the
     legal requirements of each country, state, territory and locality
     exercising jurisdiction over personnel performing Services in such country,
     state, territory or locality;

          (b) employer's liability insurance with a minimum limit in an amount
     not less than $1,000,000 per accident, covering bodily injury by accident,
     and $1,000,000 per policy covering bodily injury by disease, including
     death;

          (c) commercial general liability insurance (including contractual
     liability insurance) in an amount not less than $1,000,000 per occurrence
     and a $2,000,000 annual aggregate;

                                      61
<PAGE>
 
          (d) comprehensive automobile liability insurance with a combined
     single limit in an amount not less than $2,000,000 per accident for bodily
     injury and property damage liability;

          (e) to the extent commercially available to Perot Systems or Cambridge
     Technology, as the case may be, in the insurance market, errors and
     omissions liability insurance with a per claim and policy aggregate limit
     in an amount not less than $1,000,000;
 
          (f) a fidelity bond in an amount not less than $500,000 for the PSC
     Personnel having signature authority on the Account identified in Section
     6.6; and
 
          (g) umbrella/excess liability in an amount not less than $5,000,000
     per occurrence and annual aggregate.

To the extent commercially available to Perot Systems or Cambridge Technology,
as the case may be, in the insurance market, such insurance policies will be
written by reputable insurers reasonably acceptable to Client, preferably by
insurance companies rated at least A by A.M. Best's rating service or
equivalent.

     13.2 Insurance Documentation. Upon Client's reasonable request, each of 
          -----------------------   
Perot Systems and Cambridge Technology will furnish to Client certificates of
insurance or other appropriate documentation (including evidence of renewal of
insurance) evidencing all coverages referenced in Section 13.1. Such
certificates or other documentation will include a provision whereby the
applicable insurer will give at least 30 days' notice to Client prior to
cancellation or material alteration of the coverage. Each of Perot Systems and
Cambridge Technology will, to the extent reasonably practicable, cause the
applicable insurer to name Client and its Subsidiaries (and such other entities
as the parties may agree) as an additional insured and will furnish Client with
documentation thereof.

     13.3 Risk of Loss. Each party will be responsible for risk of loss of, and
          ------------ 
damage to, any Equipment, Software or other materials in its possession or under
its control; provided that Client will be responsible for risk of loss of, and
damage to, all Equipment during shipment of such Equipment from (i) its
manufacturer in the case of Equipment purchased by Perot Systems as part of the
Procurement Services or (ii) the location where the RSI Services are being
rendered on the Effective Date to a PSC Facility. In all cases where Client is
responsible for risk of loss under clauses (i) and (ii) of the preceding
sentence, Perot Systems will arrange for appropriate insurance during shipment
and invoice the costs of such insurance to Client as a Pass-Through Expense.


                                  ARTICLE 14
                             DISPUTE RESOLUTION  

                                      62
<PAGE>
 
     14.1 General.  Any dispute between any two or more parties to this 
          -------   
Agreement, either with respect to the interpretation of any terms of this
Agreement or with respect to the performance by a party of its obligations under
this Agreement, will be resolved as provided in this Article 14. The parties
involved in the dispute will diligently seek to resolve all disputes pursuant to
Section 14.2, without resort to the more formal proceedings described in
Sections 14.3 and 14.4.

     14.2 Management Meetings.  Prior to the initiation of arbitration or 
          ------------------- 
Agreement, litigation under this Agreement, the parties will first attempt to
resolve their disputes as follows:

          (a) Upon request of a party, each party involved in the dispute will,
     within 10 business days of the request, appoint a senior manager who is not
     directly involved in performance of this Agreement or the dispute to meet
     with the other party's appointed senior manager to endeavor to resolve such
     dispute.  These senior managers will meet as often as they reasonably deem
     necessary for each party involved in the dispute to gather and furnish to
     the other party involved in the dispute all information with respect to the
     dispute which the parties involved in the dispute believe to be appropriate
     and germane to the resolution of the dispute. All such meetings will take
     place in Denver, Colorado, unless the parties agree to a different site.
     The senior managers will discuss the dispute and negotiate in good faith in
     an effort to resolve the dispute without the necessity of any formal
     proceeding. The specific format for these discussions will be left to the
     discretion of the senior managers, but may include the preparation of
     agreed-upon statements of fact or statements of position.

          (b) Each party, whether or not such party is involved in the relevant
     dispute, will comply with all reasonable requests made by the other parties
     for non-privileged information (as determined by the disclosing party in
     its sole discretion) that is reasonably related to the relevant dispute in
     order that each party may be fully advised of the other party's position.

          (c) If the parties involved in the dispute fail to resolve the dispute
     within a time period not more than 30 days set by the senior managers
     during their first meeting, the Presidents of each party (or their
     respective designees) will meet (in person at a site reasonably selected by
     Client's President or by telephone) to endeavor to resolve the dispute
     prior to initiating arbitration under Section 14.3.

     14.3 Arbitration.  Except as provided in Section 14.4, any dispute that 
          -----------    
is not resolved through negotiation pursuant to Section 14.2 will be resolved
exclusively by final and binding arbitration in accordance with the following:

                                      63
<PAGE>
 
          (a) Arbitration arising out of a dispute will not be commenced until
     10 days after the President of a party to the dispute notifies the
     President of the other parties to the dispute that he or she has concluded
     in good faith that amicable resolution of the dispute through continued
     negotiation does not appear likely.

          (b) Except as specified below or otherwise agreed, the arbitration
     will be conducted in accordance with the then-current Commercial
     Arbitration Rules of the American Arbitration Association.  The arbitrators
     will be three neutral persons selected by agreement of the parties or,
     failing such agreement, in accordance with the AAA Rules.  One arbitrator
     will be an information technology professional with technical experience;
     one arbitrator will be a certified public accountant with a major
     international accounting firm with experience in long-term project
     contracts; and one arbitrator will be an experienced business attorney with
     experience in information technology transactions and contracts.  If the
     amount in dispute is less than $250,000, the arbitration will be conducted
     by a single neutral arbitrator selected in accordance with those Commercial
     Arbitration Rules who will be an experienced business attorney with
     experience in information technology transactions and contracts.

          (c) Any demand for arbitration or any counterclaim will specify in
     reasonable detail the facts and legal grounds forming the basis for the
     claimant's request for relief, and will include a statement of the total
     amount of damages claimed, if any, and any other remedy sought by the
     claimant.

          (d) The arbitration proceedings will take place in Denver, Colorado,
     regardless of which party initiates the arbitration.

          (e) The arbitration panel or sole arbitrator may render an award of
     monetary damages to any party to the dispute and direct any party or all
     parties to the dispute to take or refrain from taking action, or both.
     However, the arbitration panel or sole arbitrator may not award monetary
     damages or direct any action whose fair market value would be in excess of
     the damages allowed pursuant to Article 12.

          (f) Judgment upon the award rendered in the arbitration may be entered
     in any court of competent jurisdiction.

     14.4 Limited Exceptions for Litigation.
          --------------------------------- 

          (a) The parties agree that the provisions of Sections 14.2 and 14.3
     will not apply when a party to a dispute makes a reasonable determination
     in good faith that a breach of the terms of this Agreement by the other
     party to the dispute is such that the damages to the determining party
     resulting from the breach will be so immediate, so large or severe, and so
     incapable of adequate redress after the fact that a temporary restraining

                                      64
<PAGE>
 
     order or other immediate injunctive relief is the most appropriate remedy,
     and that party seeks such relief.

          (b) This Article 14 will not be construed to prevent a party from
     instituting, and a party is authorized to institute, litigation solely and
     exclusively (i) to toll the expiration of any applicable limitations
     period; (ii) to preserve a superior position with respect to other
     creditors; (iii) to seek immediate injunctive relief with respect to an
     infringement or alleged infringement of such party's intellectual property
     rights; (iv) to enforce an arbitration award under Section 14.3; or (v) as
     permitted under Section 14.4(a).  Subject to the foregoing, this Article 14
     will provide the exclusive procedure for resolving disputes under this
     Agreement.

          (c) Any litigation under this Agreement will be brought in a state or
     federal court sitting in Denver, Colorado unless litigation in another
     venue is required to protect or preserve a party's property located in that
     venue.

     14.5 Continued Performance.  Each party will continue performing its 
          ---------------------  
respective obligations under this Agreement while any dispute submitted to
arbitration or litigation under this Article 14 is being resolved until such
obligations are terminated by the expiration or termination of this Agreement or
by a final and binding arbitral award, order, or judgment to the contrary under
this Article 14.


                                  ARTICLE 15
                        DEFINITIONS AND CONSTRUCTION  

     15.1 Certain Terms. Capitalized terms used in this Agreement will have the
          ------------- 
meanings ascribed to such terms in Schedule 15.1.

     15.2 Captions. The captions used in this Agreement are for convenience of
          --------                                                            
reference only and do not constitute a part of this Agreement and will not be
deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement will be enforced and construed
as if no captions had been used in this Agreement.

     15.3 Priority of Documents. In the event of a conflict among the terms of
          ---------------------                                               
this Agreement and any Exhibit, Schedule, or Task Order under this Agreement,
such documents will have the following order of precedence: (i) Task Orders,
(ii) Schedules, (iii) this Agreement (excluding Task Orders, Schedules, and
Exhibits), and (iv) Exhibits. The RFP and Response to RFP, attached as Exhibits
A and B, may be used to explain any term or provision of this Agreement, but may
not be used or interpreted in such fashion as to add a term or provision to this
Agreement.

                                      65
<PAGE>
 
     15.4 Severability.  Whenever possible, each term of this Agreement will be
          ------------                                                         
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be deemed restated to reflect the
original intentions of the parties as nearly as possible in accordance with
applicable law, and, if capable of substantial performance, the remaining
provisions of this Agreement will be enforced as if this Agreement was entered
into without the invalid provision.


                                  ARTICLE 16
                                MISCELLANEOUS  

     16.1 No Hire Commitments.  During the term and, except as provided in 
          -------------------   
Section 9.7, for 12 months thereafter, each party agrees that neither it nor any
of its Affiliates will recruit or hire any person employed then or within the
preceding 12 months by any other party or any of its Affiliates who performed
work in connection with this Agreement without the prior consent of that party.
Upon expiration or termination of this Agreement, Client will have the right,
but not the obligation, to make employment offers to any or all of the
Transitioned Employees who are then in the employ of Perot Systems and the
right, but not the obligation, to make employment offers to the PSC Personnel
who are then providing (or within the previous six months have provided)
services to Client under this Agreement. The decision to make employment offers
shall be within Client's sole discretion, and Perot Systems shall have no
responsibility or liability to Client with respect to such decision.

     16.2 Publicity. No party will use any other party's name, trademarks or
          ---------                                                         
service marks or refer to the other party directly or indirectly in any media
release, public announcement or public disclosure relating to this Agreement or
its subject matter to the extent the materials in such media release,
announcement or disclosure have not previously been made publicly available.
This restriction includes, but is not limited to, any promotional or marketing
materials, customer lists or business presentations (but not including any
announcement intended solely for internal distribution by a party or any
disclosure required by legal, accounting or regulatory requirements beyond the
reasonable control of a party) without obtaining consent from the other party
for each such use or release.  Notwithstanding the foregoing limitation, any
party may use another party's name (solely for purposes of identifying the party
as a vendor or customer) in any promotional or  marketing materials designed for
a particular potential customer, provided such potential customer has signed a
confidentiality agreement requiring it not to disclose the contents of such
promotional or marketing materials to an unaffiliated third party.

     16.3 Notices.  All consents, notices, requests, demands, and other
          ------- 
communications to be given or delivered under or by reason of the provisions of
this Agreement will be in writing and will be deemed given when delivered
personally against receipt, on the next business day when sent by overnight
courier, and on the fifth business day after being mailed by certified mail,
return receipt requested, to each party at the following address (or to 

                                      66
<PAGE>
 
such other address as that party may have specified by notice given to the other
party pursuant to this provision):

     If to Perot Systems:                    With a copy to:
                                             
     Perot Systems Corporation               Perot Systems Corporation
     Attn:  President                        Attn:  General Counsel
     12377 Merit Drive, Suite 1100           12377 Merit Drive, Suite 1100
     Dallas Texas 75251                      Dallas, Texas 75251
                                             
     If to Cambridge Technology:             With a copy to:
                                             
     Cambridge Technology Partners, Inc.     Cambridge Technology Partners, Inc.
     Attn:  President                        Attn:  General Counsel
     304 Vassar Street                       304 Vassar Street
     Cambridge, Massachusetts 02139          Cambridge, Massachusetts 02139
                                             
     If to Client:                           With a copy to:
                                             
     Ryder TRS, Inc.                         Ryder TRS, Inc.
     Attn:  President                        Attn:  General Counsel
     1560 Broadway, Suite 1800               1560 Broadway, Suite 1800
     Denver, Colorado 80202                  Denver, Colorado 80202

     16.4 Assignment. This Agreement and all of the provisions hereof will be 
          ---------- 
binding upon and inure to the benefit of each party and its respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder will be assigned by any party without
the prior consent of the other parties, except that (i) any party may assign
this Agreement to the surviving entity in connection with the merger,
consolidation, or sale of all or substantially all of the assets of that party;
or (ii) if such a business combination is with a party to which Perot Systems or
Cambridge Technology is then providing services, this Agreement and the relevant
agreements between Perot Systems or Cambridge Technology and such other party
will be amended as appropriate to provide the surviving entity of the business
combination with the benefits of consolidating the agreements.

     16.5 Counterparts. This Agreement may be executed in one or more 
          ------------ 
counterparts all of which taken together will constitute one and the same
instrument.

     16.6 Relationship of Parties.  Perot Systems and Cambridge Technology, in
          ----------------------- 
furnishing services to Client hereunder, are each acting only as an independent
contractor. Except as otherwise provided herein, neither Perot Systems nor
Cambridge Technology undertakes by this Agreement or otherwise to perform any
obligation of Client or each other, whether regulatory or contractual, or to
assume any responsibility for 

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<PAGE>
 
Client's or each other's business or operations, and Perot Systems and Cambridge
Technology, respectively, has the sole right and obligation to supervise,
manage, contract, direct, procure, perform or cause to be performed, all work to
be performed hereunder by such party. In no event will Client be deemed to be an
employer or co-employer of any PSC Personnel or Cambridge Personnel.

     16.7   Approvals and Similar Actions.  Where agreement, approval, 
            ----------------------------- 
acceptance, consent or similar action by any party is required by any provision
of this Agreement, such action will not be unreasonably delayed or withheld
unless otherwise expressly permitted.

     16.8   Modification; Waiver. This Agreement may be modified only by a 
            -------------------- 
written instrument duly executed by or on behalf of each party whose obligations
are affected by such modification. No delay or omission by any party to exercise
any right or power hereunder will impair such right or power or be construed to
be a waiver thereof. A waiver by any party of any of the obligations to be
performed by any other party or any breach thereof will not be construed to be a
waiver of any succeeding breach thereof or of any other obligation herein
contained.

     16.9   No Third-Party Beneficiaries. The parties agree that this 
            ----------------------------  
Agreement is for the benefit of the parties hereto and is not intended to confer
any rights or benefits on any third-party, including any employee of any party,
and that there are no third-party beneficiaries to this Agreement or any
specific term of this Agreement.

     16.10  Governing Law. The laws of the State of Colorado will govern all 
            ------------- 
questions concerning the construction, validity and interpretation of this
Agreement and the performance of the obligations imposed by this Agreement.

     16.11  Entire Agreement.  This Agreement, including any exhibits, 
            ----------------  
schedules, task orders, or appendices hereto or thereto, constitutes the final,
entire and exclusive agreement among the parties with respect to its subject
matter.
 
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<PAGE>
 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and
delivered by their duly authorized representative to be effective as of the
Effective Date first set forth above.

RYDER TRS, INC.


By:    /s/ Ronald A. Rittenmeyer
   ----------------------------------

Name:      Ronald A. Rittenmeyer

Title:     President and Chief Operating Officer

Date:      January 22, 1998

CAMBRIDGE TECHNOLOGY PARTNERS, INC.


By:    /s/ Michael Murphy
   ----------------------------------

Name:      Michael Murphy

Title:     Vice President

Date:      January 22, 1998

PEROT SYSTEMS CORPORATION


By:    /s/ Ross Perot
   ----------------------------------

Name:      Ross Perot

Title:     President and Chief Executive Officer

Date:      January 22, 1998

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